Going Out In The Blaze of Glory
by ERoc901 Tha Clean Up Man
Summary: Inspired by the controversial storyline "Dying Wish", this is my take on the story. What if Spider-Man and Dr. Octopus aren't the only ones who switched bodies with each other? What secret Peter Parker will discover about Felicia Hardy while he's trapped inside her body? And how will he stop Doc Ock who's raising hell in his body? Main pairing: Peter/Felicia.
1. Chapter 1

Disclaimer: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

A/N: When I heard that body swap between Spider-Man and Doctor Octopus is permanent due to the fact that the real Peter Parker died in Doc Ock's broken body and Doc Ock in Peter Parker's body became the Superior Spider-Man, I was pissed off and heartbroken. But when I heard that people gave the writer of that story death threats, I decided not to give him one because it ain't worth bitchin' and whinin' to get the real Peter Parker back. So thanks to this wonderful website, I thought I might use it to make my version of the story and put the Black Cat in it and make it a triple switch and Spidey will be pleasantly surprise about the secret she kept from him. I got that idea from Hawkman's 90s comic book. Enjoy.

**_Spider-Man's POV_**_**  
**_

Hi, my name is Peter Parker, known as your friendly neighborhood Spider-Man. Worker at Horizon labs and a member of the Avengers. Today is the day that'll change my life forever and possibly my last day as Spider-Man.

I woke up really disoriented in someone's apartment and I really feel so heavy in the stomach.

"Whoa. Oh, what the hell happened last night? I must've drink too much last n..." I paused when I spoke in a woman's voice.

"Is that my voice? My voice sounded like...Felicia Hardy? What the hell is going on here?" I asked myself that question and then I put my hands on my chest. I touched a pair of breasts. Real big ones. They must've been d-cup size or something.

I got up from bed and went straight to bathroom. I looked in the mirror and to my surprise, I discovered that I'm actually...really am...Felicia Hardy!

And uncharacteristically, I screamed at the top of my lungs. It was supposed to be a female trait but that's a whole different story.

I stopped screaming and try to catch my breath with the realization that I'm trapped in Felicia's body.

"Oh, my god. I've switched bodies with the Black Cat! I really am Felicia Hardy! How did this happen?" I asked myself that question while I touch and feel my feminine face and belly and then I felt a huge bump in my belly.

I pulled and uncovered the lower body section of her pink nightgown and found out that Felicia is nine months pregnant.

"Whoa! Looks like Felicia is having a baby but who's the father?" I asked myself another question and then I heard a sinister laugh with my voice echoing around the apartment.

"What is that? Oh, my god, please don't tell me that this is happening!" I was beside myself as I investigated that laugh. I followed it all the way to the living room where I see an opened window and the 50 inch TV on. I got one back in my apartment and you gotta admit that it was totally awesome. But what was not awesome, was the news report regarding "me".

_There's been a news report that Spider-Man's gone rogue. There were sightings in Brooklyn, Queens, Manhattan and Times Square and incidents occurred that the Wall Crawler went from taking down and injuring petty criminals to injuring and killing Police Officers who were trying to arrest him. The Avengers tried to stop him but so far, Spider-Man escaped their clutches. And this just in, Spider-Man kidnapped the famous Mary Jane Watson, owner and founder of the exotic nightclub, The Wake. Not even the Mayor J. Jonah Jameson's Anti-Spider Patrol was able to stop him, let alone being destroyed and sent to the hospital._

_New York Mayor J. Jonah Jameson made the following statement to the press._

_After all these years of telling the world that Spider-Man's a menace, it proved that I was right and most people are wrong! So I'm officially declaring Spider-Man the most dangerous man in the world and he must answer for the crimes he committed! The Police officers and my Anti Spider Patrol who got injured and killed in the line of duty will have justice for their blood on the hands of that wall crawling menace! And effective immediately, I'm announcing a one million dollar bounty for the capture of Spider-Man! Dead or alive, I wanted that wall crawling traitor brought to justice!_

_We'll have more updates on Spider-Man within the hour._

"Shit! Felicia's gone crazy, causing trouble in my body! Let alone hurting a lot of people with my spider powers! It was out of character of her to resort to doing stuff like that, let alone kissing the Daredevil in front of me. I gotta find her and stop her!" I decided to do something about it until I heard that evil laugh with my voice again and my real body in my Spider-Man costume appeared from the opened window.

"Oh, it's not Felicia you have to worry about Spider-Man. Or should I say...Peter Parker." Someone else in my body knew my true identity. But who in God's name is this impostor?

I shook my head in confusion "Wait. How you know my true identity? And who the hell are you by the way?"

The impostor in my body took off my mask with his evil look on my face and my hair stood up straight, making me look like douchebag or something.

He said "The one you should've killed a while ago. The woman who was about to bare your child is now trapped in my broken body in the maximum security super villain prison with only a few hours left to live.

I remembered what he was talking about and it hit me. That impostor in my body is none other than..."Dr. Octopus! You...you did all of this? Why? Why did you involve Felicia Hardy in this?" I asked him in confusion and believe me, I didn't see this one coming. It happened when I at least expected it.

Doc Ock in my body laughed in my face and arrogantly answered "Yes! I did! I found the way to destroy you and the woman who still loved you since the day you both reunite and got intimate with one another. And unbeknownst to the likes of you, she knew your true identity in entire time!"

"What? She...you know what, never mind. It doesn't matter right now. All that matter is that you tell me how you'd pulled that body switch trick on me and the Black Cat right now!" I demanded answers from him only to get back slapped in the face and then he grabbed me in my little arms and pinned me on the couch.

"You have a brilliant mind, Parker. I'm sure you'll figure it out on time. But by the time you figure out my plans, rescue the real love of your life and undo the body swap between the three of us, it'll be too late. As long as your body is in my possession, you will not stop me this time. Either way I win and both of you will lose."

"Shut up! I'm still Peter Parker and Spider-Man! Even if I'm trapped in Felicia's body!" I yelled in defiance.

Doc Ock laughed at me again "Not anymore, Spider-Man. From now on, I'm Peter Parker, the Superior Spider-Man who turned his back on you so called superheroes. You'll be Felicia Hardy, known as the Black Cat and the mother to be."

"And Felicia?"

"She will die in my body with a few hours left to live. And how the three of us switched bodies will be my secret that the whole world will never know. And like a good magician, I shall never reveal my secrets. I used your body to commit crimes, destroying your reputation as hero and turned the entire city against you."

As I struggled to free myself from Ock's powerful grips, I yelled out "You can't get away with this, you bastard!"

He punched me in face and snarled "Silence! After all those pathetic wisecracks over the years, it appears that the jokes are on you!" before he laughed like a madman. At least he wasn't stupid enough to read a book full of corny, cheesey and lame super villain cliches.

"If you want to save her, regain your life and save yourself, then you better act immediately because if you don't..." He got off of me, ran back to the window and put the mask back on before he finished his sentence "she dies!"

He delivered the loud laugh before he jumped out of the window and started spinning "my" webs and a couple of cop cars followed him, only for Doc Ock to lead them to a car crash.

I got off of the couch, ran to the window and screamed "NOOOOOOOOOOOOOOOO!" in despair and realized that this one battle that Spider-Man is going to lose.

And to make matters even worse, I regrettably took the Black Cat and the baby inside her womb along for a hellacious ride.

To Be Continued.


	2. Chapter 2

Disclaimer: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

Meanwhile at the maximum security prison for supervillains called the Raft, the medical team appeared to try everything they can to keep Doc Ock's body (with Felicia Hardy's mind trapped inside it.) alive long enough for surgery. After putting "Doc Ock" on life support, the medical team left before one of the doctors left spit in "Doc Ock's" face.

_**Black Cat's POV**_

This is worst day of my entire life. Not only did I woke up in the body of that megalomaniac himself, Dr. Octopus, for the first time in my life, I'm really dying and I'm stuck there. I could be close to death's door at anytime if death wants me real bad.

This is all my fault. I should've stayed with Spider-Man when I had the chance. He doesn't know that I knew his secret identity and the fact that I was carrying his baby. At least I thought I was until I woke up this morning and found out that I'm trapped in the dying body of that egotistical asshole who may be masquerading in my pregnant body or...he may have put Peter Parker's brain in my body.

I don't know how much time this body has left to live but I sincerely hope and pray that Spider will get me out of this god damn mess, put me back in my body and save my baby.

And I know that it's awkward for me to say this but...I'm starting to reconcile my feelings for him. Actually, I love him. And how do I know that? Because I'm seeing flashbacks of all the times we shared. Mainly the one when we had unprotected sex when we reunited that night.

Shit. Sometimes life's a bitch. Especially when you take it for granted. I took it for granted one time too many and hurt a lot of people. Mainly myself.

God if you can hear me, I just want to say I'm sorry from the wrong I've done and hope that you forgive me. If I can get one last chance, I'll never steal from anyone ever again.

With Doc Ock's hearse voice, I said "Peter... help... me." and then I shed a tear wanting the man that I loved trapped inside my body to save me.

Hurry, Peter! Hurry!

* * *

In the Brownsville section of Brooklyn, New York, Dr. Octopus in Spider-Man's body continue to cause destruction with the unconscious bodies of police officers and street gangs, shards of broken, pools of blood and smashed up cars littering the streets.

The men who tried to fight the "Superior" Spider-Man for the $1,000,000 reward J. Jonah Jameson put out has been easily defeated by him.

_**Dr. Octopus's POV**_

I chuckled at the site of those fools. They have every right to fear me because I am superior! Spider-Man will never stop me again because I am Spider-Man and Peter Parker and you "Peter Parker" are not anymore.

Peter, Peter. You should've killed me when you had the chance. You were desperate to keep everyone from dying long enough to see tomorrow. But karma has a way of turning it around on you. And I'm the karma that turned the tables on you.

While you were stuck in the Black Cat's body, pregnant and helpless and her mind trapped in the dying shell I used to live, I used your body and your powers to cause mayhem and chaos in my attempts to destroy your reputation as a hero and put your spider powers to the proper use because you wasted it's full potential by using it to save those weakling imbeciles running from me in fear.

Bah! Why should I give you answers on how I involve you and Felicia in a Russian Roulette with our bodies? I'm sure you'll figure it out in time but I'm afraid that I'll still defeat you. Sure you may stop me and reverse the mind and body exchange but when it comes to the Black Cat, at what cost?

"Freeze, Spider-Man, you are under arrest!" That imbecile officer tried to stop me with that pathetic handgun before I made short work on him. And then ten more police officers got in my way but they dispose with my superior offence.

I punched the first officer in the face so hard, his jaw was completely broken.

I shot the web at the second officer, pulled him close enough to grab his head, twist it until his bone snapped and slam him to the ground.

Three more officers were foolish enough to take me on as one but I knocked them unconscious with my jump spin crescent kick. Quite fascinating if you ask me.

The sixth officer has been put in her place when I got behind her, jumped on her shoulders, squeeze her neck with my thighs and backflipped her on her head until she succumbed to the pain I inflicted upon her.

Two more officers were no match for me when I webbed these fools together and swung them through the glass window at the diner.

Three remaining officers pulled out their pistols and aimed at me but I flipped the car to the driver side and kicked until it collided with them, rendering them unconscious.

I laughed with the amusement for using Peter Parker's power to better use than him! This is why I will rule the world as the Superior Spider-Man!

* * *

Back in Felicia Hardy's apartment, the real Peter Parker, trapped in Felicia's pregnant body took a bubblebath completely naked, trying figure out how Dr. Octopus pulled off the body switch between him, Doc Ock and the woman who is carrying his baby.

_**Spider-Man's POV**_

Great job, Parker. You got yourself and the Black Cat into this mess. And the worst thing about it, is there is nothing you can do about it unless you get your fat ass on your feet and... "covered his mouth" whoops! I insulted myself...er...Felicia's body on purpose. But you got to admit it. It was pretty awesome seeing myself in a hot chick's body naked.

OK, OK, OK now. "sigh" I got to stay focus on the situation at hand. Doc Ock must've somehow use the same technology I used during the last fight with the Sinister Six. All of that stuff I created for Horizon Labs, Doc took it and made his version of it to neutralize me and the Avengers.

And the techno suit I used to stop him, the suit I used to neutralize the Sinister Six, I must've given him access to my mind. Don't you hate it to have that happen to ya?

But what about the little Octobots that put the minds of the Avengers under his control? And...wait a minute. On my way to Doc Ock after Silver Sable (God rest her soul) sacrificed herself to stop the Rhino, I once saw a golden octobot in his lair (which was blown to kingdom come by the way).

And I didn't see it again until...the incident of two Hobgoblins, which was the last time. But what does these golden octobots do?

During my fight with the new Hobgoblin, that octobot in gold got on my back and it's tentacles went to my neck and... it shocked me!

That golden octobot targeted my brain wave patterns! That octobot was created to cause people to switch bodies! So Doc Ock made three of them to switch me, him and the Black Cat!

He switched with me and Felicia so he can use my body and my powers to cause trouble and ruining my good name and reputation while I'm trapped Felicia's body, pregnant and useless and Felicia is turned into Doc Ock, broken and dying after all the brutal battles Doc Ock and I've been through over the years!

Looks like I finally got this one figured out! "Bravo, Parker." I said it with Felicia's voice coming out of my mouth before I called myself an "IDIOT!" in my mind.

Call me crazy but all of a sudden, I'm receiving access to Felicia's memories from the first time we met to our countless team ups together to the night we had sex.

Oh, yeah, she liked the way I touched her. After hours of energized sex, she screamed out "I love you!" before we both went to sleep.

That must be the night I got her pregnant with my kid.

So I'm using her memories as flashbacks, right? I got that idea from watching cartoons. What? What did you expect? A young adult watching cartoons on his off day? Especially anime? Anyways, let's get back to walking down Felicia Hardy's memory lane.

And I'm also receiving memories from her first night as the cat burglar when she stole her first diamond which led her to commit more robberies.

Even memories of her past that I got to see for myself. Wow! It's her childhood. She and her dad, Walter Hardy aka The Cat were playing basketball in Rucker Park or other basketball parks in New York.

Her freshman year at the Empire State University where she first met Mr. Wrong named Ryan Whatshisnameis. Jeez, that lady was lucky to be in love with that guy.

Hold on. That's the memory where he showed his true colors. She was going take a break from him but that jerk, Ryan overpowered her and...and...oh, my god. No! NO! He...he raped her! Now I know why women always get raped everyday! It traumatized her for one week and she was too scared to tell anyone or report it to the police. The night Felicia became a victim of the sexual assault was the time she wanted her revenge.

She was training to take justice into her own hands for months by studying multiple fighting techniques. No wonder that crazy lady gave me a run for my money.

She was about get payback on Ryan but fate made a different turn when he and the other three of his fellow students got killed in a drunk driving car crash.

Watching Felicia's memories in my mind inside her body reminded me of the memories that changed my life forever. The first memory of my Uncle Ben's murder that motivated and inspired me to become a superhero with these memorable six words, "With great power, comes great responsibly."

And the second life changing memory was Gwen Stacy's death at the hands of Norman Osborn aka the Green Goblin. It made me realize that I can't let the people I love and care about the most die or get killed at the hands of a homicidal maniac. And it made me realize that I'm going to make the ultimate sacrifice to save Felicia and my ex girlfriend, Mary Jane Watson.

There's too much at stake and the former shell of Doc Ock with Felicia's mind is hours away from death. And I'm in no condition to fight. Not when I'm in a pregnant woman's body but I can still use my head to outsmart him. I'll call the Avengers later on and explain what is going on but I until then, I'm going to find Doc Ock's hideout. If there is one left in this city.

If Julia Carpenter, wherever she is, tries to stop me and gives me the prophecy about what'll happen to me and Felicia in the future, then she can go straight to hell because it's her damn fault that she didn't warn me that this was coming in the first damn place!

I got out of the bathtub, let the bubblebath out, grabbed the towel, put it on me and looked at myself in the mirror until I heard the sound of cats meowing in the bathroom. In fact, she has owned at least six kitty cats. It's like six Toms chasing after one Jerry.

10 minutes later

After feeding six cats with a big bowl of milk, I got on a very sexy OFF-Shoulder Women T-Shirt Buttons Top Blouse Comfortable in black, Joes's Jeans Girls Ashley Rockstar Jean, black ASOS PRIOR Pointed High Heels, a pair of large hoop earrings and a hoop bracelet on the right hand.

I've been struggling to put on the strapless bra for 5 minutes because being a woman is just like my superhero duties: real hard! Especially when Felicia's boobs are double d's or what not! Not to mention that she's got a really big butt.

But never mind that. I got to stop Doc Ock while I'm struggling to get anywhere in Felicia's pregnant body. I don't know how many times I said that but I don't care. I got to stop Doc Ock! No matter what it takes!

Hold on Black Cat. Big Daddy Spider's coming to the rescue.

"I know what you're going to do, Peter. But..." Julia Carpenter aka Madame Web appeared on the front door and tried to stop me but I cut her off.

"But nothing!" I stormed to Julia and slapped her in the face, causing her and her red sunglasses to fall on the floor. I accused her for not telling me about this a little sooner. "This is all your fault! If you would've warned me about this, none of this wouldn't happened! Well, you're too little, too late for that one lady!"

She got back on her feet and put her sunglasses back on as she was trying to reassure me which turned out to be an excuse. "But it's not too late to tell you that today is your final day as Spider-Man. I saw that in my vision. Only one of you will die today. Either you, the Black Cat or Dr. Octo..."

"That's enough from you, Julia! So cut the bullshit! I will save the people I love, especially the Black Cat. Even if it means that I will undo the body switch, putting Doc Ock's brain back in his dying body, then so be it!" I cut her off again and made a serious statement before I pushed her out of the way and headed toward the front door. And this time, I'm not playing around anymore!

Julia stopped me by putting her arm on my shoulder and asked me "But what about the baby? Will put your child's life in danger to right this wrong?"

I stopped and realized that she is right before I replied "I don't know. But since I'm trapped in this body, I'll have to use my brains and beauty for this one. And trust me when I say this, I may not be in good condition to fight but I'm not going to stand there and do nothing about it! So wish me luck while I'm changing my destiny and write my own future! No ifs, ands or buts about it!"

Julia took her hand off my shoulder and said "Then God speed, Peter." after realizing that she's not gonna talk me out of it.

I went to her, kissed her in the lips and said "Thank you, Madame Web. It means a lot." before I opened the front door and left the apartment.

But now, I gotta hurry. The clock is ticking and I sincerely hope that Felicia will stay alive long enough live through. And I also gotta save Mary Jane as well. We may not be together anymore but she's still my friend. I won't let Doc Ock get away with this! Not anymore!

To Be Continued.


	3. Chapter 3

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

At the Avengers Mansion, the Avengers, Fantastic Four and what's left the X-Men (after the whole damn mess in the Avengers vs. X-Men, which led to reemergence of mutant kind and Cyclops going rogue, turning his back on the human race) held a meeting with Captain America speaking to them.

"All right, everyone. I know it's hard for me to say this but the Spider-Man we fought today wasn't the Spider-Man we all knew. I don't how he got this way or why but we have to find him, catch him and see what happened to him. And stop him from continuing his rogue ways. No offence, Rogue."

"None taken, sugah." Rogue reassured.

"That guy maybe more annoying than me but that was out of character of him to act like a bad guy." Hawkeye said, playing with his arrow.

"Call me nuts but that ain't the webhead we all know and love." Wolverine spoke.

"How did you know this, Logan?" Storm asked her her fellow co-leader of the X-Men.

"Simple 'Ro. I snuffed on the guy when I was fightin' him. That ain't Spider-Man, it must someone else takin' over his brain." Wolverine answered and revealed that he was using his mutant animal heighten senses to sniff out "Spider-Man".

"Yeah, but he knew every move we made and stayed ahead of us so far. Not to mention that the guy threw me through a bubblegum truck and I got stuck in chew gum." The Thing said.

"Which was funny by the way!" Johnny Storm laughed and made fun of him.

"Shut up, flamebrain!" The Thing growled at him.

"Wait, I found a clue during our fight with ol' webhead. This golden object may have something to do with Spidey's bizarre behavior." Captain Marvel (Carol Danvers) presented what it looked liked a golden octobot.

"What do you make of it, Tony?" Steve turned to Tony Stark and asked him.

"Beats me Cap. It looked like one of those octobots that control our minds and forced us to fight Spidey, the Black Widow and the late, Silver Sable, wherever she is. But the golden one, I can't make out what that thing does." Tony said.

"I think we'll study it and see if it has something to with altering Spider-Man's behavior and possibly his mind." Mr. Fantastic suggested that the geniuses on each team will do some research on the golden octobot and Cap agrees.

"OK, Richards. At the meantime, I'm sending different teams to protrol every borough in this city in case Spider-Man attacks again. When that happens, we find him, stop him and bring him to S.H.I.E.L.D. helicarrier. So Avengers...Assemble." Steve adjourned the meeting with the Avengers battlecry.

* * *

Meanwhile, Peter Parker in Felicia Hardy's body is eating at a local pizza parlor, struggling to fight off his new body's hunger during it's pregnancy. He was frustrated to control his cravings but it was too much for him to take.

**_Spider-Man's POV_****_  
_**

This is crazy! For two stops in a row, I had to stop for pizza and a footlong hot dog during my search for Dr. Octopus' hideout! Felicia's body just had an overload craving or something like that due to her pregnancy and the little guy or girl in this womb is hungry!

Looks like Doc Ock did a real good job putting me in Felicia's body to suffer hunger pains and it puts me in a vulnerable position of eating like a pig. "Shudders" There's no way I'm gonna become Spider-Ham in a fat woman's body!

Jeez! Why me? Why do I have to suffer for this? This is driving. Me. CRAZY! If I'm gonna be stuck as Felicia Hardy for the rest of my life, I'm going on a diet! D-I-E-T, diet! But I'm keeping her big boobs, her big...booty and her sexy face. God, what am I saying? I got to get out of this mess, fast.

I left the pizza place and then Doc Ock in my body came along hanging upside down on the street light.

"Now, now, Parker. You shouldn't feed unhealthy food to the baby in your womb. That's the number one cause of childhood obesity." He insulted me before he frontflipped to the sidewalk.

"Hey, wall crawling, web spinning and wisecracks are my schtick! Keep masquerading as me and I'll sue you for everything you got! Because that's superhero gimmick infringement and identity theft, pal! You think it's easy trying to satisfy a nonstop craving for food as a mom to be? Well, it's not, you ungrateful piece of work! Thanks to you, I'm really a huge glutton for punishment!" I furiously complained to him about what I had to endure while rubbing on Felicia's body's huge belly.

He got in my face and arrogantly asked "So, have you figured out how I made the switch so far?

"Yeah. It was your golden octobot that pulled the "freaky friday" on the three of us! It targeted our brain wave patterns and play mix and match with our minds and bodies!"

"Wonderful! What else did you learned from your experience in your current state?" He's playing mind games with me. I just know it in my...gut?

"While I was figuring out how you pulled it off, I've gained access to Felicia's memories and...oh, no. You've gained access to my memories after you got inside my body?" Yeah. That's the horrified realization I got because Dr. Octopus got the same ability I got during our switched condition.

The "Superior Spider-Man" laughed at my face and answered "Yes, you feeble minded fool! I took your life, your body, your powers, your memories and everything that comes with them!" before he grabbed my throat and started to choke me.

"Careful...Doc. I'm com...pletely vulnerable...in my...state." That maniac is using my spider strength to choke me to death! That was embarrassing to have that happened to me.

"Well, you know what? I'll end your suffering by putting you and the brat inside you out of your misery." He was about to choke me to death but he got hit in the head by a floating shield. Ouch! I'm going to feel that when I get home!

Speaking of a floating shield, Captain America is here! And he's brought Iron Man, Hulk, Thor, Hawkeye, Black Widow, Wolverine and Storm with him. But my newly found woman's intuition tells that they fell right into a trap! I don't know why but I got to warn them!

"Surrender, Spider-Man. You're under arrest for harming innocent civilians, murdering and assaulting police officers and destruction of public property."

"We know you ain't Spider-Man, dirtbag. My nose can tell that you're someone else under that mask." Wolverine growled at "Spider-Man". What? He growls like a wolf all the time.

"Let the pregnant lady go or Hulk will smash." Hulk warned him but Doc Ock shrugged off the big guy's warning.

"Sentimental fools! Do you really think that you can stop the Superior Spider-Man?" He shouted like raving lunatic and boy, he can shout real good.

I finally got free from his grip and proceeded to warn the Avengers. I was saving it after I find Octavius' hideout but I changed my mind and warn them anyway.

"Guys, that's not me! That bastard Dr. Octopus is taking over my body! Stop him before..." Doc Ock managed to shut me up with a single punch to the face.

"Idiot! Do you ever shut up?" Ock snarled before I kicked him in the balls before I replied "No way you body snatching poser! You shut up!"

"Felicia Hardy? Pregnant? Wow, I haven't seen her in action since the Spider Island incident. How did she get pregnant? And how does she know that the one on the ground is not Spider-Man?" Tony Stark's been asking a little too many questions at one time. But I can't blame the guy for being confused.

"I know that you're going to be shocked and confused when I say this but that's because I am Spider-Man!" I told them who I was underneath Felicia's beautiful skin.

The Avengers awkwardly looked at me like I'm crazy for a second there and Hawkeye laughed at me! Can you believe this guy? You know what? I really need to ditch the cliché body swap episode plots on every TV show because this is downright embarrassing for me!

"Dude, are you serious?" He had the nerve to ask me that stupid question so I stormed toward Clint, punched him in the face and yelled "Yes, it's me you idiot!"

My fellow Avengers gasped when I told them that. And then Wolverine snuff around me and confirmed "That's webhead, alright. Then Doc Ock must've use some sort of technology to pull the ol' switcharoo."

Tony Stark said. "Wait! I see what you mean Wolverine. That maybe have something to do with that golden octobot we let Dr. Richards borrow to do research on. That golden octobot must've somehow caused Spidey, Doc Ock and the Black Cat to switch bodies by targeting their brain wave patterns."

"Well, I was going to tell you guys about that but thanks for saving me the trouble, Stark because I was having trouble adapting as a pregnant woman. Do you have any idea what I had to endure?"

"No, not really. But if I accidentally shagged Pepper and got her knocked up, I'd be in the same boat as you are." Stark replied.

Hawkeye got himself up, spit blood from his mouth and exclaimed "Not to mention that you still pack up a huge wallop! And you broke my tooth!"

"Sorry birdbrain but I had to do it because you were laughing at me like I'm crazy or something, you know?" I apologize to him.

He obliged "No problem. And I apologize for that insult, webhead. No wonder why you, Natasha and Jessica are the deadliest spiders in the Avengers team."

"Well, that's one way of putting it."

"Guys, shouldn't we focus on catching the imposter Spider-Man first?" Black Widow reminded them. That shouldn't be to do that one, right? NOT!

"She's right. But I fear that it may be difficult because Dr. Octopus may have mastered Spider-Man's powers." Storm made her point about this. Ock must've studied me before the brain switch took place.

"True my dear because I've also come prepared this time. And you fell right into my trap!" Doc Ock in my body exclaimed before someone gored through the abandoned building and it turned out to be...the Sinister Six. Or should I say now...the Sinister Seven!

Rhino, Electro, Shocker, Mysterio, the Chameleon and the new Hobgoblin appeared on the scene and crashed the party before it got started and I'm starting to feel sick already.

Thor boasted "The seven of you against the eight of us? HA! We'll smite you in one fell swoop!" But he has no idea how wrong he is.

"Oh, I disagree. You Asgardian oaf." The bogus Spider-Man shrugged off Thor's threats and brought the golden remote. Knowing Doc Ock, he always got tricks up his sleeve.

While I was vomiting, I saw eight golden octobots climb on the backs of the Avengers and their tentacles touched their necks without them knowing. That's when I realize that Doc Ock was ready for them.

"Guys, look out! You got golden octobots on your backs!" I warned my friends but Doc Ock pressed the button, said "You're too late, fool!" and laughed like a maniac.

I watched helplessly as the Avengers became another victims of Doc Ock's body switch catastrophe. They collapsed on the streets for 10 seconds until they regain consciousness and...well, you'll have to see it for yourselves.

Hulk first rose up "ROAR! HULK NOW MAD! HULK SMASH PHONY BUGMAN!" in Thor's body. He tried to lift the hammer but the hammer was stuck on the ground. He said "Hulk can't lift Thor's hammer. Hulk not himself anymore."

Thor, now in Hulk's body said "Nay! It's not possible!"

"I'm pretty sure that it is, Thor. We've been switched." Iron Man in Hawkeye's body told him.

Hawkeye in Iron Man's body got up and yelled out "No shit, Sherlock Holmes!"

"At least Robert Downey, Jr. played me real good in the movie, legolas!" Stark shot at him.

Captain America in the Black Widow's body yelled out "Shut up and stay focus, you guys! We got a couple of problems to deal with here!", looked down Natasha's cleavage and said "Other than starring at Natasha's breasts."

"Sookin syn!" Black Widow in Captain America's body cursed in Russian when she saw her body (with Steve's mind trapped inside it.) and she touched Cap's privates with both of her male hands.

"Hey! Watch it, lady!" Steve yelled at her.

"Sorry!" Natasha apologized and she started to blush.

Wolverine and Storm, now trapped in each other's bodies looked at each another with the realization of what just happened.

"Shit! Those damn golden octobots switched our bodies!" Wolverine in Storm's body furiously growled.

"And to make matters even worse, Logan, we're at a complete disadvantage!" Storm in Wolverine's body

"Exactly! Now that your minds are exchanged, we will destroy you all!" Doc Ock in my body laughed again. Real cliché if you ask me.

The more I see my body laugh like a super villain, the more annoyed and creeped out I get.

"But what about about that wall crawling...mommy?" Shocker poked fun at me and my enemies laughed at me! That really made me mad!

"Hey! I resent that remark, pal! You wouldn't hit a girl with a belly of the size of Rhino!"

"The Rhino sized belly. Yeah, funny." The Rhino slightly chuckled while shrugging off the "Felicia's" insult.

O.K., that quip about Rhino didn't work.

"And Doc Ock, the only reason why you switched with me and Felicia is because you're too scared to die!" I gave Doc a taste of his own medicine by playing mind games with him.

Doc Ock got pissed off "Enough of your insults, you...you...pregnant pussycat! We're going to shorten what's left of your nine lives! Get her, I mean him! HIM!" He ordered my enemies to destroy me and it's not going to be good for me.

Unless the Avengers get their asses up and protect me, my life with Felicia and the baby maybe be over before it even begin.

Felicia if you're still alive and if the three of us die today, I just say that I'm really sorry and...I really love you.

To be continued.

A/N: Oh, and "Sookin syn" means "Son of a bitch" in Russian.


	4. Chapter 4

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

_**Doc Ock's POV**_

Fools! How can they stop me if they cannot control each other's powers? I changed the rules! I run the game! I own everything! And now I got the former Spider-Man right where I wanted him! Surrounded by me and my fellow villains while in the pregnant woman's body, helpless and defenseless!

I did found the perfect body to put the mind of my arch enemy in, just to make sure that he doesn't fight back. Not even he can outsmart the true and superior intellect of Dr. Octopus, the new and improved Spider-Man. Former superhero now turned super villain!

We can kill him before he tries to undo the mind transfer, save the little kitty and the brat in the womb of the body of the baby's mother. Or should I say, the father!

I laughed at the former Spider-Man's expense. What can I say? I've always been such a naughty boy!

**_Spider_**-**_Man's_** **_POV_**

No way! No freakin' way! I'm surrounded helplessly by my arch enemies and I can't defend myself in my pregnant condition! This is just what I feared!

Looks like Doc Ock and I are really the Sherlock Holmes and Professor Moriarty of the 21 century!

Now how the hell can I undo the body switch and save Felicia? Doc Ock had stayed ahead of me so far and he planned everything there was to...plan. I just hope some miracle would happen for...

Lightning strikes in front of Spider-Man's enemies.

On second thought, it just happened.

The villains turned around, only to see the reversed Wolverine and Storm trying to adapt controlling each other's powers with Storm instructing Wolverine to control her weather powers.

"You? How can.." Doc Ock got cut off by Wolverine in Storm's body. And I'm glad that he did because Doc Ock really got me screwed up since the three way body switch. Hey, I already said that because I'm not going to say it twice! Unless if I need to or feel like doing it.

"Trust me, bub. I maybe trapped in Storm's body but I'm still the best there is at what I do. And what I do..." He hit the Rhino with a powerful lightning bolt, hurling him through the glass window of a fast food restaurant, where people got out of the way in time. "...is this." He stated with a smile on his face.

"Now focus throwing the tornado on that goblin while he's still on the glider, Logan! And stay calm while you are at it!" Ororo instructed him.

"On it, Ro! There's always a reason why I needed to learn to improve my leadership skills within the X-Men ranks! Maybe you oughta be a leader again since Cyke's the new Magneto!" Wolverine replied as he started to gather the winds to form a tornado.

Logan's an awesome fighter and a brawler in the superhero community but his role as X-Men leader, it really needs work. And when I said it needs work, I mean improvement.

"If it's possible, Logan. We had our differences in the past but I am willingly to repair our relationship." Storm was instrument on reconciling her relationship with ol' cunknucklehead.

"Since you put it that way, darlin, maybe I oughta repair that broken heart of yours." Wolverine flirted with her. It's weird seeing your own body flirted with you.

She smiled and replied "Perhaps we shall discuss this later. Right now we got bad guys to stop and the body switch to reverse!"

"Right!" Wolverine threw the tornado at Spidey's enemies and they all but the Hobgoblin moved out of the way.

After get caught by the tornado, the Hobgoblin fell on the truck.

"You'll pay for that you..." Hobgoblin snarled before Logan cut him off and gave him a warning about calling him names while he's trapped in Storm's body.

"Can me anything but call me a bitch and you're a deadman flyin'." And he means it!

The Rhino recovered from being by a tornado and now, he's mad. Fighting Rhino, unless you're superior to the guy, you gotta hit him with everything you got. Or else you're dead meat.

"Playtime's over! Now I'll gore ya'ze to Timbuktu!" Rhino threaten to pulverize everyone and everything in his path but he got shoulder block by Thor in Hulk's body, now carrying his hammer.

"How come you're carrying your hammer while your brain is in Hulk's body and Hulk doesn't with Hulk's brain inside your body?" Ok, Hulk is now complaining. Don't say that he's whining because he'll smash you for calling him a whiner. He got feelings too, you know?

"Simple, Hulk, being worthy of thy power is not on the outside, you must also be worthy from within." Thor explained, pointing his finger on the heartside his chest. And he really has a good point there.

"Blast! Why must I be surrounded by ignoramuses who conspire to stop me from ruling the world with my mind in Spider-Man's body? It's an outrage!" Oh, God. Now Doc Ock is being a crybaby.

"Hell, and I thought the brain swap of the Avengers'll give us an advantage over 'em!" Shocker followed. He got hit by a floating shield before the shield came back to Cap.

Captain America in the Black Widow's body, now carrying his shield stood and said "That may be true but being in someone else's body, you can't use it unless you know what the body is fully capable of. Knowing Black Widow, it goes like this."

Cap as Natasha ran as Shocker tries to blast him. But Cap used Natasha's body to front flip, backflip, cartwheel, duck and dodge those blasts. Black Widow may not be the fastest woman in the world but she can still be dangerous to those who stood in her way.

You put the mind of Captain America's mind in the Black Widow's body, you get a recipe for disaster.

"Let's see if I can gets these things to work." Cap attempted to use Natasha's bracelets by aiming them at Shocker. He shot the widow's bite from the left bracelet and Shocker lost consciousness.

"Wow! That works like a pro. Except for Natasha's breasts bouncing simutanously. I wonder if Sharon'll kiss me while I'm in..."

"With all due respect, Cap, but shouldn't we focus on getting our bodies back?" Black Widow in Cap's body reminded him while she was fighting the Chameleon who is taking the guise of Cap. No, not as Cap in Natasha's body! Just Cap's body, that's all!

"Yeah because there's no way I'm going out with Sharon with my mind trapped inside your body." Cap agreed.

"You're telling me." Natasha said and insisted. "Now I'm asking you to refrain from touching my boobs or doing weird things with my body."

"Sure. Why not? And I also want you to treat my body with respect. We do that and we'll be fine." Cap replied and requested that she does the same with his body.

"Agreed. Now let's take them down!"

"Way ahead of you!"

Hawkeye in Iron Man's body attempt to use the suit's jet pack from the boots but when he did, he ended up crashing backwards and landed on his head. That was totally painful to go through that.

"Clint, you idiot! If you do that again, I'm gonna pulverize you for dropping my body on my head!" Great, now Stark busted Clint's chops about what he did to Tony's body.

"Shut up, you douchebag! You try shooting a damn arrow at the sand guy!" Hawkeye argued back. This really is crazy day! That's it! From now on, no more watching bodyswap films! It's giving me a headache!

"Which I'm going to do right now. Thank you!" Stark in Clint's body attempted to shoot the arrow at the Sandman.

"I gotta warn ya, Stark! This one's gonna hurt!" Sandman warned him as he gathered every sand in the neighborhood.

Stark shot the arrow at the Sandman but the bow strings broke, the arrow flew sideways and exploded in front of him, causing him to crash on the driver side of the car and fall on his face.

"Wow! I stand corrected." Sandman stated.

"You're gonna pay for that, Stark!" Clint yelled.

"Just shut up and shoot him!" Tony shouted.

"Fine!" Clint attempted to fire repulsor rays from the iron gauntlet but when he did, it was the same result when he first tried to fly and failed miserably. But this time, he was unconscious.

"Clint, you idiot." Tony muttered, only to get punched in the face by a giant fist made of sand from the Sandman.

The Sandman with a smug look on his face, said "Heh, that was easy. Doc's one hell of a genius for pulling off the brain switch on Spider-Man and the Avengers. They finally got their asses handed to 'em!"

"Hey! I resent that remark! You try having big boobs, big booty and the Rhino sized belly! Not to mention that I'm trapped in Felicia's body!" Yeah, I said that again. Now my own body (with Doc Ock's mind in it) is choking me again.

"How many times must I shut you up, Spider-Man?" I got Doc Ock frustrated but I wasn't gonna let him get the better of me.

"Zero times, you body snatching creep!" I replied by punching my own body in the face and Doc Ock and I got into a fight. Now I have to be on my guard to protect Felicia's body and the baby inside her womb because Ock's got my body and my powers. Including my spider senses! Looks like I'll have to use my instincts and this body's intuition to get through this.

Doc Ock charged toward me and tried to punch me but I blocked and countered with a roundhouse kick, followed with a jumping tornado kick.

While Doc Ock and I traded blows to the face, I hit him with every blow to the body while I'm protecting the baby from miscarriage.

The Black Widow in Captain America's body and Chameleon, masquerading as her in Cap's image went back and forth until they stopped in front of Cap in Natasha's body who defeated the Shocker.

"Cap, it's me, Natasha!" The Natasha on the right exclaimed.

"No, I'm Natasha! That bitch is an imposter!" The other Natasha on the left countered with an insult.

"Who are you calling a bitch? I fight better than you!" The Natasha on the right retorted.

"Horseshit! I'm the real Black Widow!"

Cap found a way to settle this argument "Hold it! If I may, the real Black Widow speak in Russian please."

The Natasha on the right spoke "Cap, Vy seksual'nost'."

"Wait, I don't speak Russian. What the fuck does that means?" The Natasha on the left was baffled by that when "she" asked her.

"It means "You are sexy." Right, Cap?" The Natasha on the right answered and the Natasha on the left has been exposed as an imposter.

"Right." Cap smiled and punched the fake Natasha in the face, knocking "her" unconscious, the disguise disappeared and the Chameleon returned to normal.

"The real Black Widow I know speaks Russian in her own way. Too bad you don't, pal." Cap stated, putting his right hand on Natasha's body's hip.

"I could've handled it, myself but thank you anyway." Natasha gave Cap a nice gesture.

Cap gave her the thumbs up and replied "No problem."

Storm in Wolverine's body fought Mysterio until Mysterio used a device to create images of him surrounding her.

"Now my dear, Storm. Let's see if you can stop the amazing Mysterio by finding out which one is the real Mysterio."

"You really need to stop talking in riddles. In other words..." she paused to sniff out the Mysterios. "You are toast."

She popped the claws on her right hand and slashed across the Mysterio's chest from behind and all the Mysterios except the one Storm slashed disappeared.

"I am terribly sorry about that." Storm acted so coy.

Mysterio is fuming. "You'll be very sorry when I get throu..." Storm interrupted him by punching him in the face and then headbutted him, causing his pearl like mask to break and knocked him unconscious.

"...and that." Storm added.

The Rhino and Thor in Hulk's body fought back and forth until the combination of Hulk's gamma radiated strength and Thor's powerful hammer became Thor's undoing when he swung toward Rhino and missed.

Rhino took advantage of this and delivered hard jabs to the body. Hulk in Thor's body was charging toward Rhino for the save but Rhino pulled the groggy Thor and both titans of the Avengers collided until they crashed toward the building.

They lay on the floor lifelessly with the realization that they're out of their element in each other's bodies.

"Hulk...wants to be...Hulk again." Hulk painfully groaned.

"Aye, my friend. Me too." Thor agreed before they pass out.

Wolverine in Storm's body struggled zap the Hobgoblin with lightning bolts. Under Storm's instructions, he managed to concentrate on flying which was successful by calming his nerves. Something he always lacked of.

Hobgoblin toyed with him to the point where he was like "All right, I've had about enough of this shit!" and tackled the Hobgoblin off the glider.

They fell until the Hobgoblin crashed on the car and Logan in Ororo's body landed on his feet.

Hobgoblin painfully got off of the car and groaned "Is that all you got?" before Logan knocked him out with a huge wallop to the face.

Logan responded "Yeah. Ain't ya supposed to be, um, dangerous?" before joining Storm, Captain America and the Black Widow.

"Logan, my love, where's Hulk, Thor, Hawkeye and Stark?" Storm asked him.

"They must've got knocked the hell out when they tried to use each other's abilities. That must've what Octopus had intended us to do." Logan answered.

"Da. That explained why he put Spider-Man's mind in the Black Cat's body while he took Spider-Man's body as his own." Natasha added.

"Does that mean that..." Cap and the remaining avengers realized that Felicia Hardy is in Doc Ock's dying body.

"Oh, shit. We gotta help her and Spidey get back to normal before she dies." Logan exclaimed.

"Logan, you mean to tell me that the Black Cat in Dr. Octopus' body is going to die?" Ororo demanded.

"Only Otto Octavius' body is going to die. And Felicia will die in his body if we don't act immediately!" Cap stated only for the four to get slammed by the gigantic fist from the Sandman.

"Ain't gonna happen, chumps! We've waited our whole lives to get rid of that wall crawling piece of chickenshit!" Sandman told them as the reversed Wolverine, Storm, Captain America and the Black Widow lost consciousness.

"Which is why I'm going to take his place as Spider-Man to make sure that "Parker" will suffer this unfortunate fate!" Doc Ock exclaimed.

**_Spider-_****_Man's_** **_POV_**

Shit! I knew I shouldn't got physical with Doc Ock in my pregnant state! The more I fight hard, the quicker I get tired! "Shutters" Being in a pregnant woman's body has taken it's toll on me and now I'm completely vulnerable.

Doc Ock in my body with an evil smile on my face, knew that this is what he intended to happen. That's why he put me in Felicia's body.

"How does it feel to be a very fragile egg that is going to crack into pieces? You have an omelet inside you and I am a few seconds away from cooking you." Great. Now he's stealing my quip again. I hate it when he use my very own quip against me.

"Stop stealing my schtick you...you...jerk! You're ruining my life!" He pissed me off to the point where I've had it with Ock's bullshit right up to here!

"Indeed, Parker. And it's only going to get worse. And I promise you..." he finished me off with a single punch to the face and I can feel Felicia's body falling to the ground.

"...that the worst has yet to come." He finished his sentence and maniacally laughed at me as my life flashed before my eyes.

Like Charlie Sheen, Dr. Octopus is winning. Great job Parker! You blew it...AGAIN!

To Be Continued.


	5. Chapter 5

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

_**Spider-Man's POV**_

_For some strange reason, I'm having a weird dream that was more like a flashback. Those were memories of my life as Spider-Man and Peter Parker. Except I'm trapped in Felicia's body, growing up from a girl to a woman. Also in my dream I'm wearing my Spider-Man costume and speaking in my own voice, which came out of Felicia's mouth. Weird, isn't it?_

_Being in Felicia's body in my dream, I was first bitten by a radioactive spider, using my spider powers for the first time, making the costume that made me what I am today, competing in a wrestling match where I let the creep who murdered my uncle Ben escape, the night my uncle died at his hands, my confrontation with him that led to his death, my endless battles with my arch enemies the Green Goblin and Dr. Octopus, the death of my first love, Gwen Stacy, my romantic moments with her, Betty Brant, Mary Jane Watson and the woman who is carrying my baby, Felicia Hardy, known as the Black Cat._

_And then, Uncle Ben appeared out of nowhere and have a conversation with me._

_"Hey, kid. How are you doing? Judging by what you look like right now, you got yourself in one hell of a pickle here."_

_"You're telling me, uncle Ben. I got Felicia Hardy into this mess and it's all my fault. I should've seen this one coming from the get go and now, Felicia's gonna die because of me. I'm trapped inside her body and I'm going to have a baby in her place. Doc Ock may have already won before I get my body, my entire life and Felicia back."_

_"Pete, I know it all happen in situations beyond your control but it's never too late to make things right and rescue the girl who is going to bare your child. Dr. Octavius may have been a great scientist but he lost his way of what life has to offer."_

_"I have to go back and undo the damage Octopus has caused. I have to save my friends and switch them all back."_

_"But what about Felicia Hardy, Pete? Do you love her?"_

_"Yes, I do. We had our differences in the past but more than ever, I'm going to save her and my ex girlfriend, Mary Jane Watson. But in order to do that, I'll have no other choice but to make the ultimate sacrifice."_

_"By killing Doc Ock?"_

_"No. I'm not a killer, Uncle Ben. It's not in me. I may put Octopus' mind back in his body where he'll die a merciful death but if I'm going to sacrifice my chance to be in my own body again to save Felicia's life, then so be it!"_

_"Atta boy, Peter! Now go back out there and knock 'em out, kid!"_

_"On it, uncle Ben! I'm coming, Felicia and Mary Jane! Hold on!"_

I woke up in the infirmary of the S.H.I.E.L.D. Hailcarrier, still in Felicia's pregnant body, more determined than ever to stop Doc Ock.

I got up from bed after getting knocked out by Doc Ock, the so called "Superior Spider-Man" and I was approached by Captain America, trapped in the Black Widow's body with his shield on the back of his new body and Mr. Fantastic.

"Peter, are you alright? You look a little worse for the ware after getting one hell of a K.O. from your own body." Cap was concerned about my well being.

I replied "Not until I rescue, Felicia." because I'm worried about her.

"Speaking of which, Peter, she's with us right here. She's still alive in Dr. Octopus' body, who's about to deteriorate by sunset if we don't find him." Reed Richards informed me that she's here in the infirmary where I slept after getting knocked out by Doc Ock.

"I went to the Raft and convinced them to take her with us after I explained what was going on today." Steve in Natasha's body also informed me that he picked her up from the Raft while she's still in Doc Ock's faling body.

"But what about the baby?" I also asked them about my baby's condition as I stroked my new body's swollen belly. I was so stupid to get into the fight with Otto Octavius in my own body.

"Felicia's body didn't suffer from miscarriage. The baby is still heathy and she's yet to come out." Reed gave me the good news and revealed the baby's gender.

"Wait a sec. Are you telling me that the baby's a girl?"

"Affirmative, Peter. That what Felicia informed us." Reed answered and revealed "And, yes. The baby is yours."

"Speaking of Ms. Hardy, she's right beside you. You might want to talk to her in private because both of you have a lot of catching up to do. So take your time with her while we find Doc Ock. After that, Richards will tell us more about the device and how we're going to switch back." Steve told me while he pointed his finger at Dr. Octopus' body with Felicia's mind in it who is resting right next to the bed I slept after I got knocked out by Doc Ock.

"Anymore Avengers switched?" I asked Cap about more Avengers switching bodies with each other.

"Ms. Marvel with Spider-Woman and Maria Hill with Deadpool." Cap answered with an uneasy look on his face.

I was shocked and beside myself when I heard his name. Knowing that crazy bastard, he's probably walking and running around naked in Maria's body. Let alone touch her boobs. "Deadpool? That guy's crazy! Did he mess around in Maria's body?"

"Trust me, son. You don't want to know. Just talk to her while we still have time." Cap convinced me as he and Reed left the infirmary.

"Fair enough." I went to her bed and she woke up.

"Hey." I greeted her.

"Hello...S-S-Spider. "Cough!" Are you...alright?" She replied by asking me about my well being. Only in Doc Ock's dying voice.

"I don't know about me but the baby is a-ok." I gave her the good news about the baby.

"Well, that's...g-good...news." She was relieved to hear that.

"Now it's my turn to ask you. I was told that you knew my true identity under my Spider mask and I also know that you are..I mean were carrying our baby. So why didn't you tell me? Why didn't you say anything?" I demanded answers from her because she didn't come and talk to me about my identity and the baby. Part of me is furious at her for not telling me and the other part of me wanted to make amends with her.

"B-Because...the night...when we...had sex "cough two times", you...gave me...everything you got...and never...looked back. I thought i-it was a...one time...fling between us. The month you showed me your stealth suit...was the first...month...of my...pregnancy. I never told you because...I didn't know that I was...pregnant...until after...the Spider Island incident...one snowy night." She explained her reasons for not telling me.

"The night you kissed the Daredevil."

"I had to do it because I didn't want...anything...to do with...you...anymore. But after I went to the doctor's...office...I found out that I was...carrying your...b-b-baby and I've s-started to...wonder...if you still have...feelings for...me." She continued to explain to me.

My eyes got watery and I started to apologize to her. "Oh, Felicia. I'm...I'm so sorry. If we haven't..."

"Don't "violently coughing" don't you...dare...apologize to me, Parker. I'm the...one...who sh-should be...sorry. I was...too busy...seducing...a lot of...men...and stealing from them. The only "coughs" thing I...stole from you...is your...heart. After learning that I was...pregnant...with our daughter...I realized...that I...love you." Felicia reassured and revealed her feelings for me.

Smiling with tears coming out of her body's green eyes, I chokingly responded by saying those words "Oh, Felicia, I love you too. I promise I'll get you out of Doc Ock's body before it dies. "

"Then no matter what it takes...beat him...and win." She told me before she collapsed with the heart monitor shows that the heart from Ock's body is failing.

"FELICIA!" I screamed out her name as the doctors from S.H.I.E.L.D. attended to her with the proper equipment to revive her.

* * *

Meanwhile, on top of one of the tallest buildings in New York, the Sinister Six led by the Superior Spider-Man (Dr. Octopus in Spider-Man's body) are planning for the final confrontation with the soon to be the former Spider-Man, Peter Parker and what's left of the Avengers.

_**Dr. Octopus' POV**_

"So Doc, are you sure that this plan'll work? Ya'know, bringin' out dozens of those giant octobots containin' the Avengers' weaknesses?" Rhino wanted to know if my plan would be successful. For a brute who possess such unpredictable strength, he surly lacked superior intelligence.

"Either way, nothin'll satisfy me real good when we finally get rid of that former wall crawler." Shocker wanted nothing more than to see the destruction of the former Spider-Man.

"All the more reason why I will keep his body and continue my legacy of being a evil genius, turning Spider-Man into a full fledged villain. And to answer your question, Rhino, I assure you that my giant octobots will dispose of these so called Avengers. And yes, they are carrying their weaknesses." I brilliantly explained to my allies. I've always obsessed of being a superior genius, being smarter than anyone who dare matches wits with me.

"And again, I must apologize for my treachery everyone. It's just that I'm afraid that Dr. Octopus' madness would consume him." Oh, now Mysterio wants forgiveness after what happened last time we've teamed against Spider-Man.

"All is forgiven, Mysterio. But I assure you that I have not gone mad. Not yet anyway. And with my new body, I'm going to go further! As long as I remain in this body, the Spider-Man they know and love will no longer be amazing or their friendly neighborhood superhero, the Spider-Man will be forever evil...and...SUPERIOR!" I stated as we all laugh to our hearts' content.

"I gotta handed to ya, Doc, that was one hell of a speech. And one hell of a statement." Sandman chuckled while giving me complements.

"Thank you, Sandman."

"Yeah, now that the new and improve Spider-Man's on our side, the Sinister Six is back in business!" Rhino proudly stated.

"But we can still kill the soon to be former Spider-Man and the Black Cat while they're still vulnerable in their new bodies, can we?" Hobgoblin like a bloodthirsty maniac could not wait any longer to torture Peter Parker.

"All in due time, Hobgoblin but for right we have work to do." I told him.

"Sounds good to me." Electro said as the Sinister Six left to prepare themselves for what we have in store for Spider-Man and the Avengers.

As they left me alone for the moment, I turned to the redhaired young lady tied up on the floor and removed the duct tape from her cherry red lips.

"Well, Ms. Watson, enjoy being my hostage so far?" I asked, smiling underneath the mask.

"Peter, why are you doing this?" Now she demanded answers from me. She's quite beautiful with a worried look on her precious face.

"What? How did you know..." And I admit, that I was pleasantly surprised that she knew the identity of this body's now former owner.

"Wait, you're not Peter Parker, are you?"

I took off the mask and said "Only his body. But his mind was replaced by a genius who cheated death by leaving a body who is about to die." showing my sinister expression.

"Dr. Octopus?" She gasped.

"In the flesh." I replied.

She became angry and yelled "You monster! You switched bodies with Peter!"

"Him and the mother of his baby, Felicia Hardy, known as the Black Cat. It seems that you are not the only one who knows his secret identity." I revealed the secrets the Black Cat carrying his child.

"That's true but I never revealed it to the world!" She insisted that she kept his secret identity from everyone. But I doubt that Parker shared it with his fellow superheroes.

"And why not? Are you trying to protect your boyfriend?"

"Ex boyfriend, you body snatching creep! We're just friends! And the only reason why I never reveal his secret identity because everyone around him would be in grave danger!" Come now, my dear. That answer was not good enough.

"Ha! You are such a stupid girl! A stupid girl who knows too much!" I figured that I would insult her intelligence but she persisted.

"Hey, I may not be as smart as a rocket scientist, at least of all to you anyway but I'm totally not stupid you egomaniacal narcissistic son of a bitch!" She angered me by calling me that, which led me to grabbing her throat.

"Watch your mouth, you little..." I snarled before she rudely interrupted me.

"Call me a bitch and I'll..." She growled like a tiger but I returned the favor by saying "Do nothing about it!" before I back slapped her in the face until she lost consciousness.

"Relax my dear. I'll make it as painless as possible. If you cooperate." I said as I gently laid her down.

* * *

**_Spider-Man's POV_**

After waiting for the news regarding my one true love, Felicia for 30 minutes, Agent Phil Coulson informed me "Spider-Man, the doctors did everything they could to keep her alive."

I asked him "Is she still alive?"

"Yes but Dr. Octopus' body will still die at sunset. She's resting right now after being put on life support." said Coulson.

I sighed in relief and said "Thank you, Agent Coulson."

He obliged "Just doing my job. Captain America wants to see you now."

"I hope he found Doc Ock."

At the Computer Center, Steve in Natasha's body, Reed, Tony in Clint's body and Bruce Banner (Thor's consciousness is still in Hulk's body but when Banner turns back to normal, Thor's consciousnees disappeared within the deepest core of Banner's subconsciousness.) were annualizing Peter's mind and the golden octobot that caused the mind swap between him, Felicia and Octopus.

"Cap, you wanted to see me?" I asked him.

"Yes because you're not going to believe what you're about to learn from this." Cap answered.

"While you were out, we did some research on the golden octobot that put your mind in the young woman's body." Reed explained.

"Other than just switching brainwave patterns, it also carry a self destruct mechanism device. Looks like Doc Ock intended to make sure that the body swap is permenent." Bruce followed.

"Permanant? Does that mean I'm going to spend the rest of my life as the Black Cat?" I exclaimed shockingly.

"Yeah but that's not all. We scanned your brain and found out that your mind's been scanned constantly everytime you wear the helmet that controlled the little octobots. Dr. Octopus did this in order to absorb your memories and your fighting styles because he watched you evolve and adapt into what...you were...today. He knew that he was dying after suffering a severe ass kicking you gave him over the years so...well you already know about what happened to you and Felicia so we got to act quickly if we're gonna reverse the process." Tony answered and revealed more details.

"If we find that body snatching megalomaniac who is one stroke away from ruining my life and Felicia's life forever." Said yours truly.

One of the Agents on monitor duty spoke "Sir, we've recieved a transmission from Dr. Octopus."

"Put him on the screen." Cap ordered.

"Yes, sir." The Agent replied before putting the transmission on screen.

The "Superior Spider-Man" appeared on the giant monitor screen and made his presence felt. Cheesy, right?

"Ah, Spider-Man. I see you woke up, still alive in Felicia's body. Good. I'm excited to know that you survived the worst that has yet to offer and despite being trapped inside the pregnant woman's body, you were brilliant and willful enough to stay alive despite your flaws." Ock stated before he took off my mask.

"Thanks for the compliment, Ock but that's not why you contacted me. Was it?" I know Doc Ock was up to something. Could you blame me for being paranoid?

He chuckled and replied "Of course not, you imbecile! I contacted you to challenge you for the very last time. Our final battle will take place at Times Square and I'm bringing not only the Sinister Six, I'm bringing giant octobots with me as well. I'm sure you'll use the golden octobot to undo the mind transfer but I still won't let you win! I've come too far to succeed and I will not let everything I worked for be destroyed for nothing! Mark my words, Spider-Man! You, Felicia and the brat inside your womb will lose and die!"

"No! That is not going to happen! You took everything away from me and I'll be damned if you destroy everything and everyone who's dear to me!" I defiantly made a serious statement.

"Including your ex girlfriend?" Ock in my body pulled the tied up Mary Jane onto the screen.

"Oh, god. Mary Jane!" I gasped when she appeared.

"Spider-Man, help! That creep stole your body and he's holding me hostage! Get me out of here before he goes crazy!" Mary Jane cried out for me before Ock covered her mouth while she was screaming.

"Let her go you bastard! It's me you want!" I angrily shouted.

"Indeed, "Felicia Hardy!" But you will die in your new body, failing to stop me from fulfilling my destiny in defeating and killing you!" Doc Ock maniacally laughed and Mary Jane screamed as they disappeared from the screen.

I furiously slammed my fists on the table and yelled out "Dammit! Damn you Doc Ock! You'll pay for this you piece of..."

"Calm down, Peter! He'll pay alright but we got to do this the right way." Cap tried to restrain me when I lost myself to Doc Ock messing my head up.

"But if Octavius wins, it's all over for me, Felicia and the baby." I sadly stated.

"Tony, is there a way we could use that golden octobot under our control?" Cap turned to Stark.

"Yeah but only if we have the helmet that control those little bastards." He answered.

"Sir, if I may..." Agent Coulson spoke.

"What is it, Agent Coulson?" Cap demanded.

"When Spider-Man brought Dr. Octopus in, we confiscated his technological equipment from his sunken base and brought them here in the S.H.I.E.L.D. Helicarrier." Coulson revealed.

"Where are they?" I asked him.

"In the evidence room." He answered.

"Awesome! Thanks, Coulson." I thanked him.

"Just doing my job." And he obliged.

Agent Maria Hill in Deadpool's body appeared and informed "Sir, the rest of Avengers have recovered from the battle where they switched bodies by Dr. Octopus. Should I assemble them?"

"Negative, Agent Hill. Not until we find Doc Ock." Cap responded.

"Understood, sir." Maria said.

"Whoa, whoa, hold on. How's Carol Danvers and Spiderwoman?" Stark asked about the two female Avengers who have been switched.

"Trust me, Stark. You don't want to know." Maria told with an uneasily look on Wade's face.

"Like kissing each other in the lips while they're switched into each other's bodies as some sort of an...experiment?" Stark as usual took a guess, thinking that most women would do something strange when they switch bodies.

"Something like that." Maria nervously answered.

Agent Coulson answered his cell phone, heard angry yells over it and informed Tony in Clint's body "Stark, there's Captain Marvel and Spiderwoman on the line with a message to you."

"Well, what are they saying?" He asked him.

"They said " If you tell anyone about them, they'll kill you." They're pretty embarrassed about this." Coulson answered.

"Tell them their secret are safe with us."

"I'll try." Coulson went back to his phone to reassure. I don't know if the girls are overreacting but I can't blame them of they are furious at Stark. I'm more worried about Felicia and Mary Jane right now.

"You guys better get ready too because Peter and Felicia are counting on us to help them. If we lose, they lose as well. So it's our job to not let it happen!" Cap stated.

In the evidence room, I found a big crate containing all of Dr. Octopus' devices and found the helmet that controls the octobots.

"Doc Ock may have control over these giant octobots but I'm using this helmet to control the golden octobots and undo the switch before Octopus regain full control of those damn things and cause them to self destruct. If I can't get back in my body, at least I'll put Felicia's mind in my body to save her life and put Doc Ock back in his body so he can die in it."

This is your last shot, Webhead! So make it count!

To be continued...


	6. Chapter 6

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

**_Spider-_****_Man's_** **_POV_**

It's almost 5 PM and I'm extremely nervous about this. But at the same time, I'm willing to go through this despite Felicia's body's pregnant condition. And I'm extremely fragile right now.

As I looked at the city while the S.H.I.E.L.D. Helicarrier is heading toward Times Square, I've having thoughts in my mind.

Ever since I took a job at Horizon Labs, things changed for the better. At least of all for me anyway. I thought I could use my job as a scientist to upgrade my spider gear to fight crime. Especially the techno suit I designed to neutralize the Sinister Six until Doc Ock turned it against me and the Avengers. Biggest mistake ever.

And the second biggest mistake I made recently is the triple body switch where I ended up in Felicia's body who is 9 months pregnant with my baby, Doc Ock stealing my body with my spider powers and Felicia is going to die in Doc Ock's broken and dying body as my third and possibly my final biggest mistake!

I lost Gwen Stacy when the Green Goblin killed her, I had good and bad times in my long term relationship with Mary Jane Watson and hell, I've date Carlie Cooper for a short time.

The moments I shared with the Black Cat were second to none. Through good times and bad times, there's always mutual respect between us despite her unpredictability.

The moment we reunited and she went back to being a cat burglar, I stopped her and we kissed like there's no tomorrow. We found a hotel and we ended up having sex.

During our sections of every sexual positions, she revealed her true feelings for me until I put her to sleep.

But when I woke up and she was gone, she went back to her seductive self and...well, you be the judge of that.

I didn't know that she was going to have a baby at the time. Not until I switched bodies with her and Dr. Octopus. Now my other problem is how will Aunt May react to all of this?

I'll have to discuss it with Felicia and Captain America when we get back in our bodies after this.

I turn around and saw the Avengers interact with each other. Especially the switched ones.

Wolverine and Storm as each other are French kissing in the lips, Hawkeye in Tony Stark's body is getting a message by his ex-wife, the Mockingbird, Hulk in Thor's body is playing cards with the Thing, Human Torch, Iceman, Angel and Gambit, Black Widow in Captain America's body interacted with Rogue, Rachel of the X-Men, the reversed Carol Danvers a.k.a. Captain Marvel and Spider-Woman, Pepper Potts, Invisible Woman, the Wasp and Kitty Pryde are doing their "girl talking" regarding the situation I'm in right now.

Seeing that made me realize that I'm never alone. When I finally first joined the Avengers, I thought I could use my powers and my responsibilities for something bigger than just my solo adventures.

Maybe I was being too responsible with my spider powers when I was in my body but if I'm able to get back in my body and put Felicia back in hers, I'll be a new man. I'm gonna be the guy that's not gonna hold back while I'm maintaining my responsibilities.

"Peter, are you okay?" Captain America in the Black Widow's body asked me.

"I'm nervous, Cap. As a matter of fact, I feel like I'm going to lose lunch the second time ever since the attack earlier this afternoon." I admitted.

"Yeah, well, we're trying to keep our sanity ever since the mind switch. Sharon called me, I told her what happened and just like that, she fainted." Cap told me about the situation with his girlfriend.

I sighed and said "Well, I can imagine that Aunt May will have a heart attack if she finds out about this. Even Jameson's having a ball ranting and raving about me being a criminal when it's obvious that..."

"Peter, relax. We'll stop Dr. Octopus and get you and the Black Cat out of the shithole he put you two in. You just have to count on us to back you up." Carol in Jessica's body reassured.

"Thanks, Carol. I feel much better now." I obliged to her kindness until I heard the last sound on earth.

"Woo hoo! Me too!" I turned around and to my chargin Deadpool in Maria Hill's body walked behind me and he was completely butt naked.

"Whoa, Spidey's having a baby! Are you gonna be the mommy?" Wade spoke in a falsetto tone as he smoothly touch Felicia's womb.

"What? Wade, what the hell are you doing?" I demanded after I pushed him off of me.

"Oh, getting touch with my feminine side." Wade answered while he touched and squeezed Maria's body by the breast and did some vogue poses from the Madonna music video.

"By walking around naked in Maria Hill's body?" I was beside myself about that.

"Yeah, and this is a totally hot looking body. I think I'll keep it!" Wade has no idea how wrong he was.

"No! No! You're not keeping my body you motherfucking piece of shit!" Yep, that's Maria Hill in Wade's body and she is pissed.

"Hey, watch your language, lady! Yo mama's not gonna like that." Wade mocked her.

"You keep my mom out of this!" She roared.

"Sorry. Oh, and by the way. Are you bisexual?" Wade mocked her again by poking fun of her sexually.

Maria furiously screams as she chased after Deadpool in her body. She's really pissed off that she switched with him and I can't blame her for reacting the way she did.

"If he does that to me, I'll kick his ass and shove my claws up in it. If I get back in my body." Wolverine in Storm's body growled.

"Now, Logan, my love. Control yourself while you're in my beautiful body." Storm in Wolverine's body said.

Logan grunted "Yeah, right. You haven't been the same since the annulment between you and T'Challa."

Ororo responded and the reversed X-Men leaders started a serious conversation. "Neither are you, beloved. Not since you were facing your personal demons which led the split of the X-Men when you and Cyclops tried to kill each other over the fate of the young mutants. Scott was trying to turn all mutants against the human race."

"That's where we all went on the wrong track. I ain't nothin' against teaching these kids to fight back and defend themselves, I'm just against what Cyke was doing and I'm willin' to fix the whole damn mess we all made but I'm just worried about more deaths of these kids." Logan admitted.

"I understand, Logan. But was it has something to do about you killing an innocent child once?" Ororo asked.

Logan replied "Yeah, and I regretted it ever since. I was blinded by my rage and my thirst for vengeance by the dirtbags who sent me to hell. If I told you that, how would you react? Would you be mad at for that? Especially after the whole X-Force thing on a couple occasions."

"It's true that we had our differences about the X-Force but after losing Kurt, Charles and even Jean and our dear friend, Peter on the other side of the law, I could not and will not bring myself to destroy what's left of our relationship because you and what's left of the X-Men mean so much to me." Ororo passionately confessed.

"After hearing you say that, 'Ro, it made me feel the same way. I'm trying to start all over again and make amends over the thing I did in the past but so far, I've been to one roadblock after another. I couldn't change myself, no matter how hard I try. All because I was being hypocritical." Logan said.

Ororo reassured "You needn't to change yourself, Logan. You do not have to be a perfect enough to be the Headmaster. Xavier knew this when he first became Headmaster of the Xavier School for the Gifted. But Scott could not admit his own flaws in his obsessive quest to reignite the mutant race which it happened by the way. And yes, you were hypocritical because you were trying to do the right thing but only in the wrong way. I was hypocritical too because I let being Queen of Wakanda go to my head. We've done things in the past that some are doing recently and we were hypocritical because we did not want them to do same. My marriage with T'Challa changed me into something I am not and it almost cost me my relationships with the people who cared about me the most and loved me for I am. And you are one of them."

"That was one hell of a speech you put out, 'Ro. Now it's my turn. When I first joined the Avengers, Chuck and I thought it would help strengthen the partnership of humankind and mutantkind. I even joined them to get away from Scott's bullshit, which I thought shoved down my throat. But the more I spent time with them and X-Force, the more it effected my relationships with everybody." Logan confessed as well.

"Even Bishop lost his way when he was obsessed with killing Hope who along with the Scarlet Witch save our kind from extinction." Ororo sadly said.

"Speaking of Wanda, she told me the reason she depowered the mutants in the first place is because of Magneto and his obsession of mutants ruling the world over mankind. And get this, she lost her kids which led her to depower our kind and changed reality forever." Logan revealed about his conversation with the Scarlet Witch.

"Oh, goddess. Logan, I felt awful for her. She did not have to depower the mutant race after she lost her children because of Magneto's selfishness." Ororo was remorseful about what happened to Wanda.

"We couldn't change what happened back then, all I know is that we determine our destiny and fight for future. Right all wrongs, including ours. That's what Kurt, Chuck and Jeannie would want us to do. And yer right, we don't need to be perfect and change ourselves for anybody. All we do is be ourselves, do what we can and do what we do best." Logan stated.

"My thoughts exactly, Logan. But you can still do your part in the Avengers and the X-Men because the world will always need heroes, human and mutant alike." Ororo agreed.

"So what I'm trying to say is, Storm, is that I'm sorry." Logan apologized.

"I'm sorry, too." Ororo replied with an apology as well.

"For what it's worth, darlin', I love you." Logan revealed his feelings to her.

"I love you too, beloved." Ororo returned with feelings of her own.

They were about to kiss but the alarm went on and Tony in Clint's body appeared on screen.

"Stark, you found them?" Cap asked.

"This had better be good, Stark! It's bad enough I'm in your douchebag body with the glowy thingy on your chest!" Clint shot at Tony.

Tony countered "Hey, I resent that, Legolas!" before he informed "Ah, actually, Cap, the S.H.I.E.L.D. agents informed me that we arrived at Times Square where Doc Ock, the so called "Superior Spider-Man" and the Sinister Six are located."

"Good work, Stark. Everybody suit up and get ready. We got work to do." Cap ordered before he turned to me and said "Peter, get the equipment you need so you can undo what Dr. Octopus did so we can go back to normal. But stay out of the fight because you're in no condition to fight. And you can't lose your baby. The Black Cat will be safe here."

"Which brings me to give you the bad news, sir." Agent Coulson spoke after he appeared on the scene.

"What's that?" Cap asked as his eyes furrowed.

"The Black Cat in Dr. Octopus' dying body is gone." He informed him.

"WHAT? Are you friggin' kidding me?" I wasn't taking it too well.

"I'm afraid not, Spidey." Coulson said.

The another alarm rung and the S.H.I.E.L.D. agent announced on the speaker "Warning! We have an unauthorized jet taking off! I repeat, we have an unauthorized jet taking off!"

"Shit! Felicia's trying to get to Doc Ock herself! She's not aware that she'll die at sunset! We got to save her!" I began to panic for her safety and health.

"Then we got to move fast! Wolverine, Storm, Captain Marvel and Spider-Woman go with Spider-Man! Protect him with your lives until he undoes the body switch!" Cap instructed.

Wolverine responded "On it, Cap! C'mon ladies!"

"Right!" Storm, Captain Marvel and Spider-Woman replied.

"You too, webhead!" He told me to come along.

"All right, all right! I'm coming!" I replied as grabbed the helmet that controls the octobots.

Dammit, Felicia! Why did you have to go without me in your condition? You're making things worse than they already have! Now hold on you crazy cat! Don't you dare die on me because I'll be damned if you do!

To be continued...


	7. Chapter 7

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

At Times Square in New York City, the crowd gather around to witness the final confrontation between the "Superior Spider-Man" and the Avengers but unbeknownst to them was that the "Superior Spider-Man" was actually Dr. Octopus in Spidey's body.

Under the supervision of Carlie Cooper of the New York Police Department's Crime Scene Unit, all police officers were assigned to protect the crowd while the S.W.A.T. team prepare for what's going to take place.

A limo appeared and J. Jonah Jameson stepped out of it chatterizeing to his assistant, Gloria Grant about what happened to the Anti-Spider Patrol and how much of a menace Spider-Man really is.

"I don't give a rat's ass about what people are saying! Spider-Man exposed himself to what I've been telling the whole world what he really is! A menace! A friggin' menace!" Jameson ranted.

"Well, all due respect Mayor Jameson, Spider-Man could be brainwashed into doing these things. He's innocent." Gloria Grant argued.

"Oh, horseshit! I resent that!" Jonah retorted. "He must've woken up on the wrong side of the bed this morning or realized that being a superhero is not for him, no matter how hard he tried. So he turned to villainy and showed his true colors by hurting civilians and killing police officers and my Anti-Spider Patrol Unit which cost me and the city lots and lots of money. Which increased the rates by the way.

"He could be switching bodies with Dr. Octopus." Grant was presistant.

"Even if is possible, Grant, it's still won't change the fact and the truth that the wall crawling menace is still a...menace! And a dangerous one too. What are the odds?"

"The odds are that Spider-Man is not himself today. Maybe Dr. Octopus must've brainwashed him to take his place before he died."

"Hogwash! Dr. Octavius is dead! He may already have in the Raft for all I care!" Jameson once again retorted before he got hit in the face with the web.

He managed to get the webbing off of his face after mumbling so much and yelled "That's gotta be him, isn't it Grant?"

Grant answer his question "Yes, sir! Look!" and pointed to the sky.

The Superior Spider-Man (Dr. Octopus in Spidey's body), Rhino, Electro, Shocker, Sandman, Mysterio and the Hobgoblin made their terrifying entrance and their presence felt which brought fear into the hearts of the crowd and chills down their spines.

**_Dr._** **_Octopus'_** **_POV_**

Look at them. Staring at me like a bunch of buffoons, fearing that I would do any harm to them. Well, they haven't the brightest idea that I have something in store for them.

"Citizens of New York, I, Superior Spider-Man have come to inform to we are here to destroy you all after we dispose those so called Avengers. I chose to forsaken my crime fighting ways for a life of crime, proving my superiority to every single one of you!" I thought I could make an announcement and the statement at the same time. Just to demonstrate my power, my genius and my superiority to these idiots living in this city.

"Spider-Man! I knew you were a menace to society! You think you can just waltz in my city and raise all kinds of hell around here? Well, not on my watch you wall crawling dirtbag! As Mayor of this great city and state, it is my duty to..." I punched him in the face before he had every opportunity to finish that stupid sentence of his.

"SILENCE! Enough of you, imbecile! For far too long, I had to put up with your nonstop stupidity! But no more! I finally shut. You. Up!"

The crowd jeered with fear and hatred in their eyes. Some are nasty things to me while some with tears in their eyes said "Why, Spidey? Why?"

I responded to these infidels "To those who wanted to know I why I did what I chose to do because the Spider-Man you all knew over the years is gone! I'm Superior now!" as they stare at me in shock.

Mayor Jameson took exception to that "So that's what this is all about, isn't it, you spider maniac? Well, I'm going change all of that right now! Police officers dispose of those menacing villains at once! I want that menace arrested in public!"

We became surrounded by the S.W.A.T. team carrying the riffles led by Detective Carlie Cooper.

"Freeze, Spider-Man! You're under arrest! You have the right to remain silent, you have the right to an attorney, anything you say may be used against you in the court of law!"

"Pathetic. That was pathetic." I shrugged off her stupid arrest speech.

"I mean it, Spider-Man! Don't make this any harder than it already has!" She quite persistent.

I smiled and responded "Come now, Detective Cooper. You could at least let us have some fun first. Right, men?"

My fellow villains responded "Right!" before they quickly disposed the S.W.A.T. team while I get into a fist fight with Detective Cooper.

She's quite feisty for a woman wearing glasses, I'll give her that but in the end, I defeated her by injuring her left arm and knocked her out with a simple punch to the face.

After making short work on the police force, we decided to execute Mayor Jameson and rule this city with an iron fist.

"Your police will not help you, Jameson. You are outnumbered and outgunned. Any final request before you die a painful death?"

"Y-You can't do this! Kill me in cold blood and I'll sue..." I punched him in the face to shut him up. I bloody well don't know how Peter Parker had to put up with that blowharded buffoon but he's becoming a pain in my arse!

I snorted "You annoy me with your stupidly for the last time, Jameson! Now I, Superior Spider-Man, will put you in your place!" until the S.H.I.E.L.D. jet shot at us with laser beams before we duck and dodge out of the way.

"What is the meaning of this?" I demanded and someone from the jet used the megaphone and replied "I...was...the...meaning...you...imposter!"

"No. It can't be." I recognized that voice. It's Felicia Hardy, trapped in my former body! It seems that Parker had me figured out. I had to transfer out of my body to escape death and transferred her mind in it. But Spider-Man was wrong! I will not die without a legacy!

"Hey, Doc. Is that the Black Cat in your body?" Rhino asked me.

"Of course, it's her, moron!" I answered in annoyance.

"Hey, hold the insults, will ya?" Rhino was offended by those remarks.

The jet landed on the street and "Dr. Octopus" stepped out to challenge me. But she still will die when the sun sets, leaving Spider-Man in her pregnant body burdened and cursed with guilt and regret when I destroy his life, his legacy, his reputation and the love of his life. And soon it'll all be...no more.

"Ah, Dr. Octopus. I see you gained what's left of your strength." I spoke in order to protect my new identity.

"All the more...reason...why I'm going to kick...your ass...and switch...the three...of...us...back...to normal." Judging by the dying tone of my former voice, Felicia was having a hard time finishing her sentence.

"I have no idea what your talking about. Do you, men?" I decided to play along to make sure that no one will know that I was actually Dr. Octopus in Spider-Man's body.

Then the S.H.I.E.L.D. helicarrier arrived and Captain America in the Black Widow's body spoke on the megaphone with voice changing device to make it sound like the real him.

"Hold it, Dr. Octopus! You're under arrest for switching bodies with Spider-Man, stealing his body to commit crimes and causing destruction in his place! Surrender right now and no one will get hurt! Either way, you won't get away with this!" Dammit! He revealed my scheme in front of the world. He, with Peter Parker's help or instructions, have exposed me for who I am underneath this spider skin! Now he and the so called Avengers will pay with their lives.

The crowd with the stupid looks on their faces became shocked when they heard the Captain revealing my scheme in front of them. Including Mayor Jameson.

"Wait a split second here! So let me get this get straight. Are you saying that Doc Ock switched brains with that annoying wall crawler and make him look like a menace?"

Gloria Grant was annoyed by the reaction of her superior and sarcastically answered "Yes, Mr. Mayor. In other words, I told you so!"

"Shout or yell at me again, Ms. Grant and you're fired! You wouldn't want to go back on the street, wearing skimpy outfits now, would you?" Jameson snarled.

"I do not! I resent that!" Gloria argued.

"Of course you do! It's bad enough you're wearing your button shirt, showing off your cleavage." Jameson argued back.

"I do not!" Grant argued again.

"Shut up!" Jameson barked at her, right her face.

I snapped "ENOUGH! Did you neglected to mention that you infuriated me by exposing my identity in front of all of these idiots in this God forsaken city?" and insulted the people of this feeble minded city while talking to Captain America.

"Hey, I resent those remarks you body snatching bum!" A guy in the New York Yankees jersey protested.

"You're not Spider-Man, you're Dr. Octopus!" A blonde haired mother of two followed.

"The real Spider-Man was innocent the entire time!" An Italian guy with a New York accent added.

"You're a menace, Doc Ock!" A teenage goth girl yelled.

The people in New York jeered and protest as their reaction after they heard everything Captain America said in order to clear Spider-Man's name.

The former Black Cat dared to laugh at me and mocked "Guess that...didn't go...so...well. D-Doesn't it...Doc?"

I ran to my former body, shouted "SILENCE!" at her and punched the Black Cat in the face.

On the ground, she turned around and continued to smile at me. That's where this body's spider senses warned me that something is going wrong.

**_Spider-Man's_** **_POV_**

He punched her! Why that miserable son of a bitch! That's the last straw! No more Mr. Nice guy!

The Avengers sprung into action when Captain America and I said these famous two words: Avengers Assemble!

While the others went to the quinjets, I put on the Black Cat mask to protect my female body's identity, grabbed the helmet that controls the octobots and joined Wolverine and Storm in each other's bodies and the reversed Captain Marvel (Carol Danvers) and Spiderwoman in the last quinjet.

I didn't wear Felicia's costume because her body is too pregnant to fit in that. I found out the hard way when I tried it on earlier.

It's funny how I bared Felicia's burden in her place. I honestly don't know how long I'm going to be trapped inside her body but I do know that this is my last chance to save her before the sun sets.

"Everybody in? Cause we're taking off right freakin' now!" Wolverine in Storm's body called as he and Storm in his body are taking off

"Hold it, right there!" Maria Hill in Deadpool's body stopped us as she carried her body with Wade's mentally deranged mind in it fireman style.

"I take it, you're joining us, Agent Hill." Captain Marvel in Spiderwoman's body said.

"Yes because I want my body back and I also want out of that idiot's body, right now!"

"Wow! Somebody's being bitchy today!" Deadpool snorkeled, which led to Maria slamming her own body to a seat and quickly put a seatbelt on it.

"Shut up and stop snorkeling!" Maria Hill angrily screamed, turned to Logan and shouted "Fly us to battle, now!" before she got to her seat and put on her seatbelt.

"Don't push it, lady." Logan snarled shrugged as the last quinjet took off.

While Maria Hill attempted to calm down after going crazy over Deadpool playing around in her body and Storm putting her hand on Wolverine's, I rubbed and massaged Felicia's body womb with my left hand while holding the octobot helmet with my right hand, trying to be strong for Felicia, Mary Jane and everyone counting on me.

Carol asked me "Peter, how are you feeling right now?"

"Nervous and worried but I'm ready to go through this for Felicia." I answered with butterflies literally in "my" stomach.

"We're in this together, Pete. You can bet your ass that Doc Ock will get his when we get through with him. He used us as his puppets the last time we fought him but this time we're ready for him. But being in Carol's body doesn't feel any different." Spiderwoman in Carol Danvers' body said, touching herself in her new body.

Carol palmed her face "Oh, great. My best friend is touching my body in a lesbian or bisexual kind of way. No wonder a couple of fan boys fantasied a girl on girl action between a couple of superheroines."

"Are you talking nasty, Carol? Because I'm creeped out when you made that reference. So lay off the porno flicks ok?"

Carol who felt insulted, retorted "Why I never been so insulted in my goddamn life! I never watched porn movies in my entire my life! Let alone sleeping with a couple of guys!"

"Then how come you dress slutty on your off days?" Jessica argued.

"I used to be in the military "Jessie!" How I wear my clothes and how I look is none of your damn business!" Carol argued back.

"Don't call me..."

"Behave yourselves, you two." Storm calmly ordered to the two to stop arguing. Thank God for that because I'm trying to stay focus on beating Doc Ock and switching the Avengers back.

"Sorry!" Carol and Jessica quickly apologized and then Carol called for a truce, which Jessica agreed.

"Hey, Maria. What do you say we call a truce until we un-freaky friday ourselves?" Aw great. Now Wade wants a truce with Maria Hill since he switched bodies with her in the first place.

"Only if you don't do anything with or to my body, dead for brains. That is your warning." Maria gritted her teeth and growled at him. Yep, she's still pissed at him.

"Yes, mommy." Wade responded with a falsetto tone of his voice.

Logan growled like a werewolf trapped in a human being's body "Somethin' tells me that I'm gonna have to skip Harry's tonight when this is all over."

"All because you have no wish to strengthen your headache after Dr. Octopus put your mind in my body?" Ororo asked while folding her muscular, hairy arms.

"Yeah, somethin' like that." Logan answered.

"Well, look on the bright side, at least being switched with you repaired and reestablished our relationship. Especially after T'Challa annulled my marriage to him. And speaking of him, he doesn't want me to have a relationship with you." Ororo reassured.

"Why not?" Logan demanded while smirking.

"Because he fears that you would do better than him. Well, in my own words, he's jealous of you." Ororo admitted and revealed T'Challa's jealousy over Wolverine's effections for her.

"Yeah, and I can smell it around him when you got close to me."

"Even though my marriage to him is over, I'll always regard him as a good man. Not great but good. Except he can be an arrogant, stubborn and pigheaded man who is so full of shit." Ororo hilariously stated causing everyone to laugh.

"Yeah, and he's got a small sausage in his pants!" Deadpool used T'Challa's vegitellia as a joke, which caused the six of us to give Wade a couple of death glares at the guy.

Logan grunted "Let's just stay focus on kickin' Doc Ock's ass."

"My thoughts exactly, Logan." Ororo added with a serious look on her face.

After the quinjets landed, we all got out and confronted the "Superior Spider-Man" and the Sinister Six.

It's just me, the Avengers, Fantastic Four and the X-Men led by Wolverine and Storm.

When the crowd saw me as the Black Cat, they began speculating that the Black Cat joined the Avengers as a new member while some of them talked about the clothes I wear.

"It's all over, Dr. Octopus! Now undo the switch or you will force our hand!" Captain America in the Black Widow's body warned Doc Ock and he means business!

"Yeah and when he said that, he means we're gonna kick your ass and blow you to smithereens baby!" Deadpool added and he packed a lot of guns! No wonder why he's a psychotic anti-hero mercenary who like to crack jokes, kill people and blow shit up for a living! He's crazy! Nuts, I tell you!

"Never, Captain America! In fact, I've come prepared in case you come back to challenge us!" Great. Doc Ock countered with words of his own. Call me crazy but my cat senses are purring. D'Oh, what am I saying?

"Yeah because we got a surprise for you!" Shocker added.

The "Superior Spider-Man" brought out the remote control and pressed the button which brought out dosens of giant octobots! This is not support the odds of undoing the switch at all!

"Oh, shit. Now we gotta deal with the giant octobots! That's cheating, pal!" Iron Man in Hawkeye's body complaining in outrage.

"Hey, wait a minute! That is so not fair!" Kitty Pryde whined.

"Fools! The Superior Spider-Man does not play fair! That is why I am ten times stronger, ten times smarter, ten times better and most importantly, ten times superior in every way!" Doc Ock arrogantly boasted.

"Not everyone is superior, Dr. Octopus! Not even you!" Cap stated the only way we know how. He's getting better by the minute despite him being at his worst.

"That's where you're wrong!" Doc Ock pointed his finger at the approaching giant octobot carrying the tied up Mary Jane.

"Mary Jane!" I screamed out her name with Felicia's voice. It's weird doing that especially when you're trapped in a woman's body.

No wonder today's Friday the 13th! It's crazy town banana pants!

"Spider-Man, help me! That imposter stole your body and caused a lot of trouble! Stop him before he goes crazy!" Mary Jane screamed while spilling the beans in public.

"I take it, you're talking to Doc Ock's dying body, right?" I asked her, pointing at "Dr. Octopus" on the ground.

"Well, yeah. I think." She awkwardly and uneasily rolled her eyes in puzzlement and answered.

"ENOUGH! LET'S FINISH THIS NOW!" Dr. Octopus shouted. Now he's angry.

"My thoughts exactly! Avengers attack!" Cap commanded as both sides charge at each other.

"Wow! That's new!" Stark stated.

OK, this is it! This is now officially a winner take all war! Ready or not, Doc Ock, here I come!

To Be Continued...

ERoc901 Da Clean Up Man: Sorry for takin' so long guys. But after reading everything that's happening in Marvel Comics on the Internet, I can't help but getting a severe headache over what I read. Instead of giving fans what they want, some of the douchebag writers wanted to shake things up. Ain't nothin' wrong with that except they wrote some stories that pissed people off. Instead of fixing the characterizations of most of these heroes, they rather kept them as they are. They even messed the characters I love like Captain America, Wolverine, Spider-Man and some I'm trying to name.

Deadpool: Even me?

EMan901 Da Clean Up Man: Nah, Deadpool. You straight.

Deadpool: Thank you! Now if you excuse me, I got shit to blow up and douchebags to kill! Like Scarface, I kill for fun, man.

EMan901 Da Clean Up Man: Hey, Spidey. I know how you feel, bro. I'll give plenty of time for you to give everything off of ya chest.

Spider-Man: Gladly. I never been so embarrassed and humiliated after working for Marvel for 50 years! 50 frickin' years! I gave my all for them and this is how they repaid? All I want in return is another run as your friendly neighborhood Spider-Man! Instead of making me switch bodies with Doc Ock and die in his body so he can become the "Superior" Spider-Man, you could've at least had me switching bodies with either Mary Jane Watson or the Black Cat so could spent 24 or 48 hours as a woman and then we switch back but no, you had to start some controversy by switching me with Doc Ock and let him win by killing me off! That is totally unexceptable! And Dan Slott, I hope you're making all that money off of your "Superior Spider-Man" comic book because if I don't get my body back, I'm gonna sue you for the damages you caused to me! No death threats, just a lawsuit. And you better put the Black Cat back in my comic book because we make an awesome team and we have a perfect chemistry!

Black Cat: You tell 'em, Spider!

Spider-Man: And you need to bring back Silver Sable from the dead!

Silver Sable: Da!

Spider-Man: And for your information, I can date any girl that I want! You don't choose them for me! Got it?

Mary Jane Watson: C'mon, Tiger. Let's hit the road!

Spider-Man: Right-O, Mary Jane! Let's go, ladies! We're having a four way back at my place tonight!

Black Cat, Silver Sable and Mary Jane Watson: Yeah!

Spidey and the ladies left shoulder to shoulder.

Wolverine: Grrrr! The next time I see that prick Jason Aaron, I'll gut him for messin' my character so Cyclops can take my shine. He pissed me off for doin' that from Wolverine goes to hell to the Schism to the Avengers vs X-Men!

Cyclops: Serves you right, Logan!

Wolverine: Why you little...

Logan and Scott got into a right again.

Captain America: Remind me to give the guys who wrote my character in Avengers vs X-Men a real serious stern talking to.

Kitty Pryde: In other words, Dan Slott and Jason Aaron are jerks!

EMan901 Da Clean Up Man: Yeah, what she said. So we're done for now.


	8. Chapter 8

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners.

As the final battle in the heart of New York went under way, the real Spider-Man, trapped in the Black Cat's pregnant body along with Avengers, X-Men and the Fantastic Four confronted Dr. Octopus in Spidey's body and the Sinister Six in a high stakes war to save the lives of people in New York City, including Mary Jane Watson and undo the body switch of Spidey, Black Cat, Dr. Octopus, Wolverine, Storm, Deadpool, Commander Maria Hill of the S.H.I.E.L.D. and the Avengers (Captain America, Iron Man, Thor, Hulk, Hawkeye, Black Widow, Captain Marvel and Spiderwoman).

Julia Carpenter aka Madame Web stood on top of the huge screen in Times Square to witness the final battle.

Bruce Banner with Thor's hammer on his right hand jumped from the S.H.I.E.L.D. Helicarrer, transformed back into the Hulk's body with Thor's mind in it, landed on the spot where the heroes stood.

_**Spider-Man's** **POV**_

The world is watching and it's already a feeding frenzy. Stood there being protected by Wolverine, Storm, Spiderwoman and Captain Marvel who are busy fighting the giant octobots and in the back of my mind, I was thinking what if I didn't save Felicia Hardy from death. I'd regret it for the rest of my life and I will never live with myself if she dies.

The reason I promised as long as I'm around, no one else dies is because I've seen too many deaths in my life. I lost Uncle Ben, Gwen Stacy, Marla Jameson, Silver Sable, my mom and dad and countless others that I could hardly remember. If I lose Mary Jane Watson, the love of my life and the mother of my baby, Felicia Hardy and possibly my Aunt May, I will never forgive myself.

Doc Ock must die. Like Norman Osborn, he's been obsessively trying to kill me for years which is their strongly suited obsession but today is the last day that he lives. He's not going to get away with this anymore!

I may not kill him but I'm putting him back in his body where he belongs so he can die a merciful death. For years he wrote a terrifying story but today's the final chapter with an unfortunate ending for him.

And call me crazy but I can feel my baby kicking in my...I mean Felicia's womb. She must be alive. Well, c'mon kiddo, let's go and save your mom!

"Well, Spider-Man, it's finally come down to this. I will make sure that I win and you lose!"

"The only way that gonna happen, Octopus, is over my dead body!" I declared.

"That will be a pleasure and an honor to kill you, the woman that you love, your ex-girlfriend and the little brat inside you!"

"Hey, shithead! You wanna pick on somebody your own size? Try us!" Wolverine in Storm's body growled like a wolf as usual. You got to admit it, his feral attitude and Storm's powers made him more dangerous.

"How are you going to kill ol' webhead when there's four superheroes that you're trying to bully around?" Captain Marvel in Spiderwoman's body asked him in defiance.

"You made me switch bodies with my BFF, you bastard! Now I'm going to kick your ass!" Spiderwoman in Captain Marvel's body yelled in anger. Yeah, she's really pissed off about what Ock did to her.

Annoyed by their ramblings, Ock in my body got mad, snarled "Dammit all! Do you ever shut up?" and punched Carol Danvers' body in the face which caused her to fall on her back.

Jessica got back on her feet, spit blood from mouth and replied "No! Why?"

"Because you're annoying as that wall crawling mother to be! And that imbecilic mayor of this dimwitted city!" Doc Ock answered in a ranting tone, insulting me and ol' picklepuss.

"Am not! I resent that remark!" J. Jonah Jameson argued and raised his right fist while standing on the sidewalk along with Glory Grant.

"It's true that picklepuss is annoying but due to your huge egos, you and Norman Osborn are ten times more annoying than me. And speaking of being annoying, it's part of my quipping schtick as your friendly neighborhood Spider-Man so I can get the advantage over bad guys like you!" I stated before I quickly covered my mouth.

The "Superior Spider-Man" with an evil smirk on my face said "Since you put it that, I'll be using that against you." Oh, shit. I invertedly revealed my quipping ability to Doc Ock! Nice going, Parker! Leave it to the ol' Parker luck to turn against you.

Wait. That's it! I completely forgot that the Black Cat has the powers of bringing bad luck to anyone. I don't know how she does it but I'm going to use it against Octavius if he tries to touch me or Felicia again. If Felicia can do it, then so can I!

Back on the battlefield, the Avengers, X-Men and the Fantastic Four fought and destroyed the giant octobots but more of them kept coming with something that they had in store.

"Heh, the more the merrier! All of this clobbin' is makin' me hungry here!" The Thing boasted but when he punched the giant octobot so hard many times, it charges until the huge blast from it zapped him causing him to spin sideways and fell on the streets.

"What the heck was that? The octobot that took my punches and clobbered me with my own strength? It's like fightin' Doom all over again!" The Thing became unbaffled.

Johnny Storm and Bobby Drake are having problems with both octobots that attacked them by turning their elemental powers against each other. The heat from the fire melted Iceman's ice form and the freezing ray froze the Human Torch into a human sized Popsicle.

"OK, we're so screwed." Iceman said with the realization that we're losing this battle.

"No, really? You think?" Kitty Pryde was being sarcastic as usual because the octobot prevented her from using her phasing powers by blasting her with the anti-phasing ray.

"Kitty, will you quit being sarcastic and take this situation serious? Just because you're a former headmistress of the Jean Grey School for Higher Learning doesn't mean that you're telling me what to do!" Oh, great. Now they're fighting during the battle. Real mature, kiddies! I know, I know, I've been there before.

"I'm telling you what to do because you are an idiot!" Kitty shrieked.

Iceman argued "Hey, I may have my flaws but I'm not stupid! Did anybody tell you that you're being..."

"Call me a bitch and I'll kill you!" Kitty retorted.

"Hey, shut up, will ya? We're gettin' clobbered here!" The Thing with his strong New York accent roared as the octobot continued to blast him every time he tried to smash it.

"Getting creamed is more like it!" Wasp yelled as the giant octobot chased her around the sky.

"Hmmm, it seems that Dr. Octavius had anticipated our every move. He created those giant octobots to incapacitate us by targeting our weaknesses. No wonder why he's trying to one up on Spider-Man by using the mind transfering golden octobot and stole his body." Reed Richards learned about what the giant octobots were created for.

"Reed! A little help here?" Susan Storm Richards called for her husband as her invisible force field get penetrated by the octobot who tentacles has super sonic vibrating sounds, powerful enough to shatter the force field to pieces.

"Coming dear!" Reed responded.

While the others are getting creamed by the giant octobots containing their weaknesses, the Avengers who were switched fought against the Sinster Six...again.

"Last time we kicked yur sorry asses but this time, we'll finish what we started." Shocker said.

"Yeah cause I'll gore ya into next week!" Rhino snarled.

"Do that and Hulk will smash you harder!" Hulk in Thor's body roared.

"Aye, my friend. Let the smashing begin!" Thor in Hulk's body added as he start swinging his hammer by the handle.

"Oh, God!" Black Widow in Captain America's body groined when her new body's stomach started to growl.

"Nat, what's wrong?" Hawkeye in Iron Man's body asked her.

"I feel like I'm about to pee on myself." She revealed, holding her new body's crotch in a peeing position.

"No! No! No! Not until it's over, Natasha! You drank too much water after we've been defeated by these thugs! Which was stupid by the way! At least you didn't have a drinking problem like Stark did in the past." Captain America in the Black Widow's body chazersised. He wasn't taking it well.

"Yeah, Cap. That's...one way of putting it." Iron Man in Hawkeye's body said.

"Well, let me tell you something Captain, if I don't get my body back, somebody is going to get hurt around here!" Now she's threatening him with violence. Can we at least concentrate on stopping Doc Ock people?

"Are you threatening me now? Your superior?" Captain America argued.

"Maybe." She answered, closing her eyes and raised her right eyebrow.

"Who cares about your soap opera like crap! Let's finish 'em off!" Sandman exclaimed.

"Time to die!" Hobgoblin growled like a blood thirsty lunatic with foam spewing from his mouth.

The Sinister Six clashed with the bodyswapped Avengers with Cap in Natasha's body taking on the Shocker, Natasha as Cap confronting the Chameleon again, Thor as Hulk with his hammer matching thunder and electricity with Electro, Hulk as Thor vs the Rhino in another earth shaking brawl, Clint as Iron Man taking his fight with the Hobgoblin to the skies and Tony Stark using Hawkeye's body to survive the Sandman's onslaught.

"Ah'm gonna put a lotta shock in your system." Shocker threatened the Cap.

"Son, you're going to need to come up with a better catchphrase than that because that's been said before." Cap countered as they fought in a rather traditional hand to hand combat that gives Captain America a distinct advantage since he's in the BlackWidow's lightweight body.

In the skies, Hawkeye in Stark's body covered in Iron Man armor struggled to maintain balance while trying to fly, using the armor's retro rocket boots in his attempt to fight against the Hobgoblin.

"Ok, I can do this." Hawkeye tries to convince himself.

"Yeah, keep telling yourself asshole! You still suck as Iron Man!" Hobgoblin mocked him as he flew toward "Iron Man".

"Dude, suck this!" Hawkeye responded by shooting the unibeam at the Hobgoblin but hit the glider instead.

"I told you, you suuuuuucccccckkkkkk!" Hobgoblin screamed as he lost control of the glider, fell from the glider and crashed on the limousine.

"My limousine! You're gonna pay for that, Stark!" J. Jonah Jameson shouted at the "Iron Man" in the sky. Ol' picklepuss shouldn't have his limo driver park in the middle of the street in the first place. Oh, well, his loss.

Hawkeye shrugged "Yeah? Well, tell that to my lawyer, pal! Maybe next time, you get some car insurance on that limousine!" Hey, get your own quipping schtick, you purple wearing, cheap imitating Robin Hood wannabe!

"Now I gotta figure on landing back down." Hawkeye attempted to land by directing to the ground but he unwittingly shut off the retro rocket boots and fell from the sky, screaming.

"Not again! Why does bad to worst things always happen to me?" Hawkeye whined while falling.

"Turn the retro rocket boots back on, Legolas!" Stark yelled at him.

"I'm trying, I'm trying!" Hawkeye replied repetitively.

"Just do it, ok?"

Hawkeye struggled to control the Iron Man armor but when he was close to crashing on the ground again, he finally manage to activate the retro rocket boots and landed safely on the ground.

"Thank you God. I finally landed on my feet." Hawkeye sighed in relief.

"Don't you mean "my" feet, Legolas?" Tony corrected him.

"Stop calling me that so we can keep on kicking their asses and get our brains back in our own bodies because being your body is my biggest worst nightmare ever!"

"Relax, Clint. Spidey's already on it but there's no guarantee that we'll make it out of this body switch extravaganza alive. And I can't imagine being romantic with Pepper while I'm stuck being you, Legolas."

"For the last time, stop. Calling. Me. Legolas!" Hawkeye shouted at Stark before they both got struck by the Sandman's tital wave made of sand.

"You two are the biggest morons I've ever met!" Sandman shot them both.

During his fight with Electro, Thor in Hulk's body used his signature weapon, Mjolnir to summon the lightning from the sky and let out his battlecry "For Asgard, for Odin!"

"I'm ready for you this time, goldilocks! This time I'm playing for keeps!" Electro

"Very well, then, have at thee!" Thor roared at he swung the Mjolnir and flew toward Electro but Electro teleported to avoid being hit.

"Electro? Come out and fight me, you coward! You cannot run from me, Max!" Thor called out Electro.

Electro appeared behind him, zapped him with his electric blasts and yelled "I'm not Max anymore! So stop calling me that name or I'll fry your fucking brain!"

"Nay, you are no threat to me, foul demon." Thor greeted his teeth and taunted him.

"Wrong!" Electro snarled as he turned into a huge bolt of lightning, charged toward him and hit 5 times before zapping him with all of his electricity enough to make Thor in Hulk's body scream in pain.

After being tortured at the hands of Electro, Thor got down on his knees.

"Well, it's like the old saying goes, "The bigger they are, the harder they fall." Any last request before I put you out of your misery?"

"Aye, make it quick."

Electro smirked and said "Oh, ho, ho! You just made my day, Thunder God." before zapping him again.

Thor grinned in anticipation, used his Mjolnir and countered Electro's electricity beams by absorbing all of his power.

"Oh, shit! Not again!" Electro swore as he got sucked inside the hammer.

Thor began "Now..." lifted the Mjolnir to the sky "...begone!" zapped what's left of Electro to the sky.

"Noooooooooo!" Electro screamed as he was zapped away from existence.

"That's twice I defeated you, Electro. Now we're even." Thor said.

Black Widow in Captain America's body and the Chameleon fought each other back and forth until she got the upper hand over.

She was about to finish him off but the Chameleon shapeshifted to her on again, off again companion James "Bucky" Barnes, known as the Winter Soldier.

"Nat, Nat, stop. It's me, Bucky!" The imposter Bucky halted her with one hand but she shrugged off of it by kicking him below the belt and punched him in the face with her new body's right hand.

"Хорошаяпопыткажопа." Natasha spoke in Russian.

"What does that mean?" Chameleon demanded as he shifted back to normal.

"It means, "Nice try, asshole." Natasha translated it for him.

"Fuck you, bitch!" He snarled and she retaliated by delivering a hard roundhouse kick to his face, knocking him unconscious.

"Go to hell." Natasha told him, spitting in his face.

Captain America in the Black Widow's body with his signature shield as usual once again ducking, dodging, backflipping, frontflipping and rolled from the Shocker's blasts in his second bout against him.

"Hey, Cap! It's damn shame that yer gonna die in a broad's body. If the Red Skull sees ya right now, he would..."

"Worry about the Red Skull another time, pal! Right now, you're dealing with the real Captain America, up close and personal!" Cap declared.

"That means that yer gonna give me yer autograph? Via hand to hand brawl?" Shocker asked, cracking his fingers and knuckles.

"No problem, Shocker! Here it is!" Cap as Natasha responded as they fought each other back and forth with the use of punches and kicks. Knowing that the Black Widow's body is trained as a super spy and completely flexible, Steve Rogers used his new body's abilities to his advantage.

After trading blows, the Shocker and Steve fought each other to the limit.

"You are one tough son bitch, you know that?" Shocker complemented him.

"So are you." Cap replied, gasping. "Let's finish this."

"My thoughts exactly." Shocker agrees as they ran to each other to see who is left standing.

Steve used Natasha's body to jump on the shoulders of the Shocker, headstand on him, twist his new body around, grabbed his head, put his knees on the back of his head, fell backwards and the knees hit him on the back of his head until the Shocker is knocked out.

Steve kipped up and said "You fought a good fight, Shocker but I came out on top in the end."

During the earth shattering brawl, Hulk in Thor's body and the Rhino hit each other with everything they got their hands on, including cars, trucks and one of the barricades.

The Rhino gored the Hulk through the barricade after the crowd got out of the way.

After pinning the Hulk to the ground, the Rhino hit him with the series of punches and snarled "Not so tough now, are ya, Hulk? Looks like the Rhino smashed your sorry ass!"

Hulk blocked his last punch and replied "Wrong!"

He punched him in the gut and said "Hulk does the smashing! And you're about to get smashed!"

Hulk hit him with the series of punches, jabs and clubs to the stomach, chest, back and the face.

"Is that all you got?" Rhino painfully asked before Hulk in Thor's body grabbed him by the throat.

"In the words of LL Cool J, Mama said knock you out. So Hulk's gonna knock. You. Out!" Hulk growled as he delivered a powerful punch to the face, hurling the Rhino to the ground.

Hulk called for the Thing "Hey, rock man! Double smash on Rhinoman!"

"Yeah but first..." Ben Grimm powerfully punched a hole in the giant octobot and pulled the wires out, causing a short circuit until the giant octobot exploded.

"Now let's clobber him into next week!" Ben joined the Hulk to finish off the Rhino with he's ground.

They jumped and delivered two huge elbows drop on the Rhino's chest, knocking the villain unconscious.

"Not so tough now, are you, Rhinoman?" Hulk shot at the unconscious Rhino.

"If Doc Ock doesn't change you'ze back, then, it's curtains for him." Ben said and then they got hit by the Sandman's giant fist made of sand.

"Wrong, rock head! It's curtains for you instead!" Sandman

Deadpool and Maria Hill in each other's bodies are shooting machine guns at a couple more giant octobots.

"Damn! There's too many of them! Dr. Octopus must've built thousands of these robots!" Maria Hill in Deadpool's body cried, shooting down a couple of octobots with the Heckler & Koch HK416.

Deadpool in Maria Hill's body with the red bandana on his head brought out the handheld Browning M2 Aircraft with the chainsaw grip handle.

Wade psychotically grinned with Maria's cherry covered lips "Then I'm going to make things so exciting with a...", fired the weapon at dozens of these giant octobots and destroyed them while chanting out his battlecry "bang!" many times.

After staring at the piles of destroyed giant octobots, a shocked Maria looked at Wade and said "Deadpool, even though what you did was bad ass, I got to say that you are the craziest and the most psychotic bastard I've ever met!"

"Thank you!" Wade obliged.

Maria smiled and finished "And for that, you have my respect."

"Aw, shucks! You're making me blush!" Wade using Maria's body to act coy and feminine while touching "her" left breast.

"Don't touch my boobs, ok?" Maria removed her former body's left hand from her former body's left breast.

"Sorry." Wade apologized and added "I was just seeing if they're..."

Maria exclaimed "Yes, they're real! And you don't ever touch them again! Ever! Get it?"

"Got it!" Wade replied.

"Good!" Maria finished.

They looked at the sky, saw thousands of giant octobots approaching the city and both Wade and Maria cried out "OH SHIT!"

"Guys! Octobot invasion at three o'clock high!" Rachel warned the Avengers, Fantastic Four and Wolverine's X-Men.

"Ce que l'enfer?" Gambit said "What the hell" in French.

"Well, ah be damn." Rogue added.

Cap in Natasha's body turned on the ear communicator and barked "Coulson, assemble the S.H.I.E.L.D. jets to neutralize the incoming octobot army!"

"Roger that, Cap. We're going in." Coulson responded over the com.

Back at the S.H.I.E.L.D. helicarrer, dozens of S.H.I.E.L.D. jet flyers under the leadership of Agent Coulson got inside their jets and took off to fight off the approaching giant octobots headed toward the city.

**_Spider-Man's POV_**

Damn! Doc Ock used my spider powers to the max! The only difference between my use of them and Doc Ock's use of them is I've been using it responsively and Doc Ock using it to it's full potential!

He grabbed the car, flipped it on the driver side and kicked it toward Wolverine, Storm, Carol Danvers and Spiderwoman only for Jessica in Carol's body to stop it with one hand, threw it toward a couple of giant octobots and destroyed them. You gotta admit it, that was pretty awesome.

"Seriously, Doc, is that the best you can do against us?" Carol in Jessica's body was unimpressed by that maneuver, only to get kicked in the face by the "Supeior Spider-Man". Now that's gotta hurt.

"Ha! Not even close, my dear! For the die is cast!" Are you kidding me? What kind of a catchphrase is that anyway? No wonder why Doc Ock is insane!

"Good cause yer gonna die, bub!" Wolverine in Storm's body roared as he flew toward the "Supeior Spider-Man" and they got into a rather martial arts fight.

Logan hit Otto with the roundhouse kick to the abdomen and the haymaker to the face. Doc Ock responded with the jumping knee to the chin and Logan fell on his back but he kipped up and retaliated with a jumping spin kick to the face with caused Doc Ock to spin sideways to the ground.

The reversed Captain Marvel and Spiderwoman grabbed the "Superior Spider-Man" by the arms, picked him up and folded his arms behind his back.

Wolverine and Storm seized the opportunity to deliver hard jabs to the abdomen and the face and then delivered the double hard punch to face to knock out Doc Ock.

"Had enough, bub?" Wolverine in Storm's body asked.

The "Superior Spider-Man" quickly recovered, answered when he shouted "NO!", front flipped to kick Captain Marvel and Spiderwoman in the chin and kicked Wolverine and Storm on top of their heads in order to knock all four mixed up heroes out.

Doc Ock turned his attention to yours truly, trapped in the Black Cat's pregnant body "Now to get rid of you, "Felicia Hardy." When will you ever learn that you're no match for me?"

I responded "Never, Octopus! Now I'm giving you one last chance to switch us back. Otherwise you'll make it a lot worse than it already has!"

"Well, it's a risk that I'll be willing to take!" Damn! He just don't know when to give up.

"Well, don't say I didn't warn you!" I told him.

"Too late!" Doc Ock ran to me in his attempt to kill me with one dropkick but I managed to use the powers of bad luck on him and he ended falling on his back.

"What the...? But how?" Doc Ock was taken by surprise.

"Try again, octobreath!" I taunted him. He grabbed me by the shirt and attempted to punch me but this body's bad luck powers caused him to punch himself in the face instead.

"Dammit! Now I'll have to web you instead!" He attempted to shoot my web shooters at me but once again Felicia's bad luck under my control gave him misfortune when my web shooters exploded in his face and he was covered in webbing from head to toe.

"No! This can't be happening!"

"Yup! I'm pretty sure that it is, Octopus. You just made a bad mistake by putting me in Felicia's body because it has the powers of bringing bad luck to anyone. That's why she became the Black Cat. You thought putting me in Felicia's body during her pregnancy would give you an advantage over me but you underestimated me and my ability to outsmart an egotistical brainiac like you." I explained and told him how badly he screwed up in his plan to destroy me by stealing my body and getting Felicia Hardy involved during her pregnancy.

While Doc Ock in my body struggled to get free from web tied up around him, I put on the helmet that controls the octobots, activated it and summoned the golden octobots from the quinjet I rode in.

"And now it's time to reverse the switch and undo the damages you caused. So I'll be taking my body out of yours hands now, thank you very much." I set the octobots to target Wolverine, Storm, Deadpool, Maria Hill, the Avengers who were switched, the Black Cat and Doc Ock.

"NO! THIS IS MY BODY! MINE, MINE, MIIIIIINNNNNNEEEEEE!" Doc Ock argued, while the golden octobot climbed on his chest and went all the way to his neck.

"Shut up! I've had enough of your bitching and whining, you octobaby!" I argued back.

"No, Spider-Man! I will not die! Not like this!" Doc Ock still argued until he was silenced when the tentacles from the golden octobot touched his chin.

I frowned and said "Yes, you are. I lost too many people that I care about, including the Silver Sable. I am not gonna lose Mary Jane and Felicia!"

The real Black Cat in Dr. Octopus' broken and dying body struggled to get up but with the help from metal tentacles attached to Doc Ock's body, she finally succeeded.

"S-Spider! H-Hold him...while I...get Mary Jane!" Black Cat with Doc Ock's dying voice ordered as she went after the giant octobot with the tied up Mary Jane Watson on top.

"Ok, but hurry! The sun is about to set!" I responded as he saw the sun setting.

"R-Right!"

Wolverine, Storm, Captain Marvel and Spiderwoman recovered from Octopus' breathtaking kicks.

"Wolverine, Storm, help the others get rid of Sandman!" I also ordered the switched up Wolverine and Storm.

"On it!" Storm replied and went to join the others.

"I hope you know yer doin', kid! Otherwise it'll be a cold day in hell for us if we're stuck like this!" Wolverine told him as he flew from the scene.

"Trust and have faith in me, Wolverine." I reassured him.

Back during battle between the Avengers, Fantastic Four and the X-Men vs remaining giant octobots, the Sandman is threatening to deliver the finishing attack on the heroes.

"Ok, heroes! It's time to say Bon voyage!" Sandman announced and gathered all the sand from the construction site in downtown New York to grow big.

Beast and Kitty went to the Iceman, who was dehydrated by the giant octobot that used the heat from the Human Torch to almost melt the ice from him.

"Bobby, are you alright?" Kitty worriedly asked him.

"No. I melted and I can't get up." Bobby painfully responded and then Logan used Ororo's powers to create a small cloud and brought out cold rain to reenergize him.

"Chill out, Drake. Because we're gonna give sand fer brains a stone cold sendoff."

Bobby was confused at first "Wait, what are you...oh, I get it." until he realized what that means.

"Good. Now let's go!" Logan ordered as he flew to the Sandman.

"Way ahead of you!" Bobby responded as he followed.

Just when the Sandman was about to finish off the mixed up Avengers while the reversed Iron Man and Hawkeye, Hulk in Thor's body and the Thing slowly regaining consciousness, Wolverine in Storm's body manages to summon the hurricane and beginning to suck all the sand inside the hurricane.

"Hey, what the fuck are you doin', you crazy bitch?" The Sandman demanded.

"Puttin' yer sorry ass on ice, bub! So stay cool!" Logan answered as he completely sucked the Sandman's entire body into the hurricane while the Sandman screams.

Trapped inside the hurricane, the Sandman ordered "Let me go! Let me out of here, you piece of crap!"

Determined to hold him in, Logan in Ororo's body growled "Up yours!", turned to Iceman and barked "Iceman, now!"

Iceman proceeded to freeze the Sandman, trapped inside the hurricane. Bobby put everything he got in his freezing powers until the Sandman is completely frozen.

Both exhausted after putting much effort to put the Sandman on ice, Bobby collapsed on the arms of Beast and Angel while Logan fell into the arm Ororo in his body.

"Whoa, Bobby! You made a giant ice sculpture made out of sand!" Kitty exclaimed.

"Yeah. Awesome, isn't it?" An exhausted Iceman smiled.

"Yes, well, they might have to contain him before they send him back to the Raft. I doubt that Mr. Marko will be very happy about his new home." Beast said.

"Logan, my love, are you alright?" Storm attended to the passed out Logan in her body.

Logan woke up, pulled her to kiss her and replied "Never better, darlin'. Never better."

Deadpool was about kiss Maria Hill in his body but she put her manly hand in his feminine face and said "Don't even think about it, you idiot."

"C'mon, babe."

"No."

"Just this once."

"No."

"But..."

"No!"

"Please?"

"NO!"

"Alrighty, then. YOU SUCK CUM ANYWAY!" Wade shouted in her face. Maria got mad and slapped him in her own face.

"Say that again and I'll kill you! And you're gonna pay making me slap you in my face!" Maria screamed and they both felt a sting.

Wade screamed "Yeeoch! Getitoffgetitoffgetitoff!"

Maria grabbed her own body by the shoulders and said "Wade, stop! That must be the golden octobot that switched us. Spider-Man's gonna switch into our own bodies."

Wade became relieved "Oh, I knew that." and Maria moaned in disgust.

Reed and Sue went to Ben and Sue asked "Ben, are you..."

"A-OK, Susie. What about matchstick?"

"He's frozen in ice." Reed said.

"I got 'em." Ben got on his feet, went to the frozen Johnny Storm covered in a man sized ice cube, said "Kid, this is goons hurt you'ze more than...aw, what the hell." punched the huge block until it's shattered, freeing the young man.

Johnny fell on Ben's arm, gasping for air.

"Damn, torchy. You look like you drowned in deep water." Ben chuckled.

"That is so not funny." Johnny moaned and then he started to sneeze.

"Johnny, are you alright?" Sue asked her little brother.

Johnny sneezed and replied "Yeah, well, nothin' that a hot shower and a bowl of chicken soup wouldn't cure."

"Then how come you use your flames to thaw yourself out, flamebrain?"

"Because my brain. Was. FROZEN!" Johnny continued to sneeze.

Felicia in Doc Ock's body struggled to get to the giant octobot that held Mary Jane hostage because the body she's trapped in is starting to die.

"Now. If I could...only...make...a huge...j-jump, I'll be able to...smash into that robot...and get her down to..safety."

When the giant octobot with the tied up Mary Jane on top went down to attack "Doc Ock", the Black Cat managed to get on top of it, got to MJ and untied her.

"I take it that you're the mother of Pete's baby, the Black Cat, right?" Mary Jane took a guess.

"Yeah but...how did you know?" Felicia asked as Doc Ock's body is coughing off blood from the mouth.

"Let's just say that Doc Ock in his body told me what was going on." Mary Jane answered.

"Let's get off of this robot because "coughs" the body I'm trapped in is about "cough cough" to die." Felicia told her as she used the metal tentacle to penetrate the shell of the giant octobot and pulled the wire out.

"Dying? Oh, my god. Let's go!" Mary Jane got on the arms of "Doc Ock"

"Hang on!" Felicia yelled as they jumped off of the giant octobot as it exploded.

They fell all the down screaming until Felicia turned MJ around to protect her from the crash and hit the ground in Dr. Octopus' body.

The crowd, including Mayor J. Jonah Jameson, Glory Grant and Carlie Cooper (who recovered from the attack from Spider-Ock) was stunned to witness the deadly and dangerous fall of what they thought it was "Spider-Man" in Dr. Octopus' body.

Mary Jane attended to Doc Ock's body, which is now paralyzed from the fall and discovered that it's about to die with Felicia Hardy's mind in it.

"Oh, no. You really are dying." Mary Jane gasped.

"Only Octopus'...body...unless...Peter put...the real...Dr. Octopus...back...in it t-to save..me." Felicia revealed in a dying tone of Ock's voice.

"Peter, hurry." Mary Jane said in a begging tone.

The switched up members of the Avengers attended to Hulk in Thor's body and the equally mixed up Iron Man and Hawkeye as the six golden octobots climbed on their back went to the back of their necks.

"Guys are you ok? You took the worst out of the Sandman's attacks." Captain America asked.

Thor answered "Aye, my friend. Being the Hulk is one of the most challenging journeys I have taken but I survived it in one piece."

"To be honest with you boys but I kinda miss my body. I hope Spidey will switch us back in no time because it'll be brutal if I spend the rest of my life as a guy." Natasha said.

"At least being in your body helped me gain a better understanding of you. And the fact that we still got the messes we made to clean up." Steve admitted.

"You're still the Boy Scout, are you, Steve?" Natasha teased him.

"Real funny, Nat." Steve smiled and playfully hit her in the arm and she replied by doing the same.

"Oh, does the hurting stop? I wanna get back in my ol', handsome bod." Hawkeye painfully whined.

"I swear to God, I'll never drink so much ever again. My head and as much as I don't want to say this much often, my ego hurts." Tony Stark stated with regret while massaging his head.

"Hulk wants to be Hulk again." Hulk said.

The tentacles from the golden octobots stuck their neck and felt a sting with Tony screaming "Yowee! Mother..."

"Hold it, Stark! That must be the golden octobots that switched us! Spider-Man's doing it now!" Steve exclaimed.

Four more did the same with Wolverine, Storm, Captain Marvel and Spiderwoman.

"Wolverine, are we getting switched back?" Storm asked.

"Yeah, so get ready to brace yerself. We're goin' for another mind blowin' ride." Wolverine instructed.

"Then hold me in your arms, beloved." Storm told him and they held on to each other.

The reversed Captain Marvel and Spiderwoman carried Doc Ock in Spidey's body still covered in webbing after following Spidey in the Black Cat's body with octobot controlling helmet on when he went to Mary Jane and the paralyzed, broken and bloody body of Doc Ock with Felicia's mind.

"Mary Jane, lift up Dr. Octopus' body so I get the octobot on her." Spidey instructed.

"Right." Mary Jane went on to lift Felicia up by the head so the golden octobot can go up to the neck, which it did.

"Ok, here goes nothin'." Spidey with his fingers crossed, activated the helmet to connect with the golden octobots.

"Hold still, gang. This is gonna sting." Peter

"No! I won't let you do this! I'm not going to surrender my new body to you!" Dr. Octopus protested.

"Shut up!" Spidey yelled at him and proceeded to use the helmet. "Reverse the mind transfer, now!"

The golden octobots glow and gave every hero and one villain a powerful electric shock, placing them back in their rightful bodies. All except for Spider-Man in the Black Cat's body.

During the switching process, Deadpool shouted "YOU PRESSED THE WRONG BUTTON!" while Stark shouted "Oh, yeah, baby!"

Doc Ock screamed "NOOOOOOOOOOO!" as he was finally placed back into his body.

After the process was complete, everyone was relieved that they're back in their own bodies.

"Yes! We're back! Woooooohoooooo!" Hawkeye cheered.

"Слава богу." Natasha said "Thank you God" in Russian.

"Yeah! I'm me again, baby!" Stark joyfully shouted.

"Odin's bread. I regained my true form!" Thor exclaimed.

Hulk roared "Hulk is back! Being the strongest there is!"

"All right!" Captain Marvel and Spiderwoman did a high five.

"YES! I'M BACK TO MY AWESOME SELF!" Deadpool cried as he jumped in celebration while Maria Hill hugged herself.

"Logan, my love. We did it!" Ororo cried as she embraced Logan with a hug, clinging on his neck.

"Damn right, we did, darlin'!" Logan chuckled as the rest of the X-Men participated in a group hug.

"Hold the celebration, everyone. We still got an octobot invasion on our hands. Coulson informed me that thousands of them are coming every minute." Captain America

"Now that I'm in my armor again, I finally managed to trace the location. They came from Doc Ock's lair in an island, which is a hundred miles away from Rikers Island."

Peter in Felicia's body went to his body to see if Felicia has entered his. Mary Jane followed by putting the dying Doc Ock down.

Peter attended to her "Cat! Cat, are you in there? Cat? "Sighs" Here kitty, kitty, kitty."

Felicia moaned and woke up "Thanks for the magic word, Spider." confirming that she's now in Peter Parker's body.

"Felicia! Thank heaven!" Peter embraced her with a hug and a kiss to the lips. "Don't do that, ok? You scared the hell out of me."

"I'm sorry, sweetie. I can be full of surprises." Felicia apologized and teased.

"Yep, you are." Peter said, they both start laughing until the metal tentacle from Doc Ock tore the webbing off of Felicia in Peter's body and snatched the remote control from the back pocket of Spider-Man's costume.

**_Spider-Man POV_**

Oh, no! Doc's got the remote control to the octobots! Powerful enough to override the helmet I'm wearing! But boy, do I have a surprise for him.

"D-Damn you, Spider-Man! Being in...your body...was my...last chance...to live! But it's a...good thing...I've come up...with the contingency plan...to make sure...that you will...never get your "coughing" body back! If...I can't...have it, neither...do...you!" Now Doc Ock is threatening to blow up the golden octobots. As a matter of fact, I anticipated this.

I removed the golden octobot from Felicia in my body from the neck and replied "Go ahead, Doc! Do your worst!"

"What? Spider, no!" Felicia cried.

"What's...wrong...with you, Spider-Man? D-Do...you...have a...d-death wish?" Doc Ock demanded.

"No, Octopus. I'm calling it "the end game." And you just lost." I answered with the grin on Felicia's face.

"Oh, I...beg...to differ." Ock pressed the button and the golden octobots were glowing red.

Maria Hill saw the giant octobots glow red and warned Steve "Captain, the octobots on land and air are setting to explode!"

Cap went to ear com and ordered all S.H.I.E.L.D. jets "Agent Coulson, the octobots are about to blow! Fall back to the S.H.I.E.L.D. helicarrer! I repeat, fall back to the S.H.I.E.L.D. helicarrer!"

"Yes, sir! Everybody fall back!" Coulson replied as he ordered the S.H.I.E.L.D. jets to fall back to the helicarrer.

"Everybody, get the octobots off of you and throw them into the piles!" I ordered them.

"You heard him, guys! Do it before we get blown to kingdom come!" Cap ordered as they pulled the golden octobots off of them and throw them down into a pile.

"Next time, I'm bringing the firecrackers!" Deadpool exclaimed.

"Storm, use the wind to send them to the sky!" I ordered Storm.

"Consider it done." Storm summoned the wind to blow the golden octobots to the sky.

"No! You...you...you can't do this to m..." Doc Ock cried until he start coughing violently with blood pouring out of his mouth.

"Spider, what are you doing?" Felicia asked me.

"Trust me!" I insisted.

After Storm sent them to the sky, all the octobots exploded and then Doc Ock started laughing.

With tears coming out of her newly hasel eyes, Felicia asked "Why, Peter? Why didn't you stop Doc Ock from destroying the golden octobots? They were our only chance for us to switch back to our own bodies."

"I had to put you in my body in order to save you. The octobots were capable to blow up the entire city, killing all these people. I had to make the ultimate sacrifice, giving up my chance to be back in my own body to save you, Mary Jane and everyone in New York City. It was the only way to stop Doc Ock and put him back in his body so he can die from a fatal illness. I am so sorry." I explained and apologize, hugging her.

Felicia forgave me "Apology excepted, Spider. Care to rub in Ock's face before he burns in hell?"

I cupped her and assured "Just leave everything to me."

Then I went to a dying Dr. Octopus with a frown on Felicia's face.

Doc Ock chuckled and said "Fool! Y-You...got...what...you...deserve! I sealed...your fate...by...making your...switch...with the...Black Cat...permanent...by...destroying...the golden...octobot...that put you...in her...b-body...to begin with. I've won."

"Wrong, Otto. You lost to me for the last and final time." I disagreed.

"And why...is that?" Doc Ock demanded.

"Because before the final battle between the two of us began, I've studied the helmet that controlled the octobots and learned that it was connected to your lair, far away from Rikers Island. So I used the helmet to set the self destruct mechanism of your lair with the octobots just to make sure that if you press the self destruct button on the remote control that controlled the octobots, not only did you destroyed the octobots, you destroyed your own lair as well." I revealed my plans to a dying Doc Ock.

"W-WHAT?" Doc Ock was shocked to learn what Peter did.

"Wait, there's more. I also learned about your plans of transferring your mind into a golden, giant octobot with advanced technology and weaponry in case I undo the body switch between you, me and Felicia while the golden octobot is still on your neck. You were about to use the remote control to transfer your mind into that octobot and leave your dying body behind. So I used the helmet to connect it with the other octobots and your lair as well just to make sure that it doesn't happen." I revealed more of my plans of preventing Dr. Octopus from switching his mind into the body of that special octobot Otto built.

"As much as I don't brag or boast about it, I outsmarted and defeated you for the last time. You gave me one hell of a challenge when you put me in a body of a pregnant woman named Felicia Hardy but despite the odds that you stacked against me, I finally managed to come out on top. With the help of my friends, including my ex girlfriend and the woman that I loved slash the mother of my baby. You tried to cheat death but when you got fatally ill, you knew that death was coming for you. And since you made things personal by switching with me and Felicia, stealing my body in your attempt to destroy my reputation and my good name, abusing my spider powers, getting Felicia involved by putting her in your body and kidnapping Mary Jane and held her hostage, it's fitting that I put you back in your body where you die. This final victory is mine and I am not going to let you take that from me! Ever!"

Doc Ock greeted his teeth and screamed "NOOOOOOOOOO! Damn you, Spider-Man!"

I slapped him in his face and yelled "No! Damn you, Octavius! "Superior Spider-Man", huh? Not so Superior right now, are you? You called yourself that just to prove that you are better at being Spider-Man than me! When it's obvious that I'm at my legendary best at being Spider-Man than you will ever be!"

"You forsaken humanity for science and being the superior intellect of all but your megalomaniacal attitude has led you to your demise. It's over, Doc Ock. Your time has come to pass over to the next world. Where you won't be coming back." I told him.

The sun has completely set and the sky turned dark.

"M-Mark...my...words. My ghost...will...haunt you, Felicia, the b-brat...inside you, your friends, your family and the entire world...for the rest...of your...miserable...miserable lives. But until then, see...you...in...hell, Spider-Man!" Doc Ock said in the dying tone of his voice for the last time until his body stopped moving, the right side of his face turned to the ground and his eyes are closed. Dr. Otto Octavius is dead and Dr. Octopus is no more.

"No way, Octavius. You burn in hell." I shrugged off his words, stoked the womb and looked at the sky and said "Rest in peace, Silver Sable. I dedicate this victory to you, buddy. Like the Avenger, I avenged your death." before I start screaming in pain.

Mary Jane and Felicia in my body came to me and Felicia asked "Spider, is our baby..."

"Yeah! Your water is broken! She's coming out!" I painfully announced as I continue to scream.

"Oh, boy. We got to get him to the hospital!" Mary Jane cried panicky.

Felicia picked me up bridal style, shoot the web at a building, said "Leave that me.", turned to me, told me to hang on and swung me to the hospital.

As they all say, one life ends and another one begin.

To Be Concluded...

* * *

A/N: Sorry I took so long to get this chapter out but it's ok. I would like to take this time to thank you guys for favoritin' my Spider-Man body switch story. It made me feel better than to suffer a head hurtin' moment, readin' the Superior Spider-Man comic book in stores. Yep, yep, you were right about goin' for hellacious ride with Doc Ock fuckin' up Peter Parker's life from issue 1 through 8.

Unless they get rid of Doc Ock, I won't buy another Spidey cause when the Hobgoblin story was the last Spidey hardcover I bought before they start doin' the "Dying Wish" storyline and ended it with Doc Ock defeatin' Spider-Man by switching bodies with him and Peter died in Ock's body. I'll go without buyin' a Spider-Man comic for a full year as long as Ock's in the driver seat if I have to. I'll read the Superior Spider-Man but I won't buy it. I'm just speakin' my mind and my heart. That's all.

But the positives are: the story I wrote made me feel better. After I finish this story, I'm goin' back to writin' G.I. Joe Trading Faces since G.I. Joe Retaliation is comin' out, which I'm plannin' to see in theaters.

When you review, help me find the name for Peter and Felicia's baby girl. I came up with the idea of putting Felicia in Peter's body and Doc Ock dying in his body because I'd rather not have a villain live in a hero's body, messin' up his life like it happened in comic books.

So I'm done for now until next time. Peace.


	9. Chapter 9

**Disclaimer**: I don't own Spider-Man or storyline "Dying Wish". It belonged to their perspective owners. But feel free to say "Fuck you!" to Dan Slott and give him the middle finger for what he did to Spider-Man in comic books. Death threats will not be tolerated, especially on this website.

**_Spider-Man's POV_**

Hi, my name is Peter Parker, your, I mean, was your friendly neighborhood Spider-Man. And officially Felicia Hardy aka the Black Cat and I have switched bodies with each other because I'm still stuck in her pregnant body and now I'm about to give birth to our child in her place. I find that extremely weird and extremely painful at the same time. Don't you? The weird part is that I'm going to be the mom and Felicia in my body is going to be the dad.

Well, speaking of Felicia, I put her in my body to save her life from Dr. Octopus who is now dead, thanks to me. With help from the Avengers, Fantastic Four, Wolverine and the X-Men and my ex girlfriend, Mary Jane Watson.

I doubt ol' picklepuss'll give me or any us credit for stopping Doc Ock and what's left of the Sinister Six in order to clear my name and save my reputation as a superhero. Including the lives of millions of people in this city.

During my last fight with Doc Ock, I had to make the ultimate sacrifice to save Felicia's life. Sacrificing my chance to be in my body again by switching her to it and putting Octopus back in his body to die in it.

So officially, today is my day as Spider-Man.

Sure I'll find a way to switch of us back one day, but after I give birth, I'm passing the torch to Felicia and restart our relationship in order to raise our little girl. You'd think I could live with that? Maybe but that's one hell of a price to pay when you're in a pregnant woman's body.

So we arrived in a hospital, Felicia using my spider strength to carry me to the door, we went to the nurse's desk and told them that the baby is coming.

The nurse called the doctor and after a minute of waiting, the doctor and the hospital associates brought out the stretcher to carry me to the operating room while I struggled to fight the pain.

"Spider-Man" asked the doctor "Is she going to be ok?"

The doctor put his hand on her shoulder and said "We'll do everything we can to deliver the baby, Spider-Man. We'll take it from here."

Felicia shook hands with him and said "Thank you." before she left the hospital.

Ok, I'll admit it. I really got more than what I bargained for. Which pretty much sucked by the way.

So they took my clothes off, put the hospital robe on me and took me to operating room to deliver the baby.

I don't know where Felicia is but I do know is that she went back to the apartment to change out of Spider-Man costume and put on the civilian outfit.

Now I'm in the operating room and under the doctor's instructions, I immediately proceeded to push the baby out of the womb while the doctor was trying to get the baby out.

I struggled for 3 minutes while screaming and moaning in pain. After putting much effort into it, I finally heard the baby cry and my daughter appears right in front of my eyes.

The doctor cut the cord from my now former womb, wrapped her in a pink blanket and said "Congradulations, Ms. Felicia Hardy. It's a girl!" before handing the baby to me.

I obliged by saying "Thank you, Doc." as I cradled the baby girl in my arms, smiled with tears coming out of my eyes and for the first time in my life, I found a new lease on life.

All of my doubts and worries have disappeared, the moment my little girl was brought into this world of mine.

Now that I'm stuck in Felicia's body and vice versa for the rest of our lives, there's no telling what our future has in store for the three of us but I do know one thing is that I'm not afraid of what life has in store for me anymore.

Holding the baby made me reveal me realize that in order to save the world, the universe and/or the lives of innocent people, sometimes you have to make the ultimate sacrifice.

That's why Silver Sable did what she did in order to stop the Rhino so I could stop Doc Ock from destroying the world.

So I sacrificed my chance to be Peter Parker again by putting Felicia in my body to save her life and finish off Doc Ock by foiling his evil plans for the last and final time. And to tell you the truth, I don't regret it one damn bit because all the good deeds I've done and all the sacrifices that I made are worth it and I did all of them for this moment.

Four hours later.

While my daughter is treated in the baby nursery, I was asleep after going through an exhausting day of undoing the damage Ock has caused.

And for some strange reason, I'm having an another dream that is none other than an out of body experience. And the part of that strange dream is that I'm in heaven. But this time as my true self. And in my Spider-Man costume.

Literally I saw heaven as the city neighborhood as all the angels were dressing up as normal people wearing helos on top of their heads.

The redheaded boy riding a bicycle drove back and said "Hey, Pete. How's it goin'?"

"Wait, you're Tim Hammond. Aren't you?"

"In the flesh, pal! You did it!"

"Did what?"

"Beat the Octopus guy! What else?"

"Da, comrade. We're proud of you!" Aleksei grabbed me and happily gave me a bear hug after he and Oksana came to me.

"All of us are, Peter." Oksana added with a smile on her face.

After Aleksei released me, I asked myself if I'm in heaven and then I saw Gwen Stacy and Silver Sable ran to me, gave me a group hug and they each kissed me in the cheek.

"Ok. Now I'm confused."

"Don't be because you're literally in heaven. At least until you wake up."

"Silver Sable, y-you're really dead?"

"Only my body, Peter. My spirit is still alive. I sacrificed my life so you can save the world but you should've killed Dr. Octopus to avoid what happened to you and Felicia!"

"At least I put him back in his body to die in it! I had to make the ultimate sacrifice to stop him..."

"And you finally did."

"And I avenged your death the only way I did."

Silver Sable sighed and smiled "And for that, I'm grateful that you did." She hugged me and said "Thank you. Please except this reward." before she kissed my cheek again.

I turned to Gwen and she began "Hi, Peter. It's been a long time since I last saw you." before she kissed me in the other cheek.

I grabbed her hands in a gentle way and said "Oh, Gwendy, I thought I never see you again after..."

"What happened in the past just happened. I had to die so you could grow up some more because if I lived, I'd hold you back from reaching your full potential. After all, you got responsibilities and commitments here on earth." Gwen reassured me and then her father, Captain Stacy came by.

"She's right, son. I know you were trying to keep everybody alive and prevent them from dying but we all gotta go sometime. But at least you saved lives the best way you can." Captain Stacy added.

Marla Jameson appeared "And you need to stop saying that you failed to save us because you're only hurting yourself by the thought of it. The true failure is when you blame yourself, stop trying and letting doubt and guilt hung over you like a rope around your neck."

Then I saw a couple that looked like my long lost parents. As a matter of fact, they are my real parents. And weirdly, they got a baby in their arms.

"Mom? Dad?" I gasped and choked.

My father grabbed my right shoulder and replied "Yes, son. It's us. We can't tell you how much we're proud of you on what you've accomplished as a man, scientist and a superhero."

Mom turned to me with the brown haired baby girl in her arms. "And look who's happy to see you, dear."

She gave me the baby and the baby started giggling "Mayday? Is that the baby from another life?"

"The life you and Mary Jane were together." His mother revealed.

"Wait, is she my daughter?"

"Yours and Mary Jane's."

"But my daughter from another life was killed by the Green Goblin!"

"She was with us, watching you from heaven. She saw everything you've been through since she died but she never stopped believing in you like we never stopped believing in you."

"Now you got a daughter with Felicia Hardy and you need to take care of both of them. No matter what." Dad told me.

"Promise us that you will."

"I promise. For all of you guys."

I kissed Mayday in the forehead and said "See you on the other side, kiddo." before I gave her back to my parents.

"Aw, for Pete's sake, Peter. You're spoiling the little girl." A familiar voice came from behind him.

I turned around and cried "Uncle Ben!"

"That's right, kiddo. It's me again. You did one hell of job, stopping Dr. Octopus without killing him."

"And I had to sacrifice my opportunity to be me again to save Felicia's life. It was the only way to get her out of death's door."

"I hate to say this to you but it's time for you to go back to earth. It's not your time to be here yet."

"But I lived up to my responsibilities as both Peter Parker and Spider-Man! I did I what I was meant to do."

"Yeah but you still got a lot of ways to go. And it's still your responsibility to make a difference in this world. No matter what body you'll end up in, I'll always be proud of you, Pete. Besides when you got back to earth, God has given you a gift."

"A gift? What gift?"

"Hey, Spider!" I turned around a saw Felicia Hardy in her Black Cat costume.

"Felicia? Felicia!" I screamed her name as I ran to her and we kissed each other violently.

We broke the kiss as I said "You must've pass out when you got back to apartment. Did you?"

"Of course, I did. And the next thing I know, I ended up here, seeing angels dressed up like people. And then I saw you."

"Oh, Felicia. Thank heaven you're alright. It looks like God found a way to bring us back together and we ended up having a baby. But I can't help but wonder how will Aunt May will react to this."

"We'll tell her somehow but right now, we need to go to earth. Our daughter needs us."

Uncle Ben put his hands oh both of our shoulders and said "Remember you two, where you'll end up is entirely up to God. Now go out there and do what you best."

"Right!" We both replied.

"And remember, with great power comes great responsibility!" Uncle Ben reminded me

"Does he have to remind you that?" Felicia asked me.

"Yeah, he does! The only way he knows how!" I answered with the grin on my face and she returned with a smile.

After we put our masks back, we held each other by the hands, I yelled "New York City, here we come!" as the big bright light flashed before our eyes.

I woke up in cold sweat but this time, I'm at my own apartment. I looked at the window and it was day. I got off bed, went to my bathroom, looked at myself in the mirror and I was relieved to learn that I'm Peter Parker again. Then it's true. I've beaten Doc Ock, saved Felicia's life and the baby.

I let out the very loud "WOOOOOHOOOOO! Yes! Yes! Yes! I did it! I'm back! Thank you God! Thank you, very much!" in relief that I'm back in my own body for good. Which means that Felicia is back in her body as well and she's in the hospital with our baby daughter.

I celebrated by putting on my Spider-Man costume and when I swung outside, everybody in the streets and the apartments started to cheer for me in a hero's welcome back kind of way. I returned the gesture by giving out peace signs.

I saw a couple of bank robbers running off with big bags of money but I stopped them webbing them from head to...aw, you already know. Blah, blah, blah, etc, etc.

I hung them upside down on the street light and they were quickly intimidated by my presence.

"Please don't kill us, Spider-Man." One bank robber begged me not hurt him.

"We didn't do nothin' wrong." The other one followed.

"I know, I know. I wasn't myself yesterday but I wasn't born on that day too you know. You guys need a job and to "ugh!" change your dippers because you just pee peed on yourselves when you quickly got scared of me." I saw the pee stains on their pants after I explained to them about "my" behavior yesterday.

The police cars came as I shot the web at the building and swung away from scene.

The cop came out of the car and yelled "Yo, Spidey! It's good to have ya back, pal!"

"It's good to be back, officer!" I replied as I kept on swinging from building to building all the way to the hospital while the cops got the bank robbers down and some were disgusted and some were laughing when they saw the pee stains on the pants from the bank robbers.

I arrived at the hospital after working hard at Horizon Labs, cleaning up Doc Ock's messes there just to see Felicia Hardy and the baby. I brought the Daily Bugle newspaper and baby stuff like balloons, roses and even baby clothes with me because the doctor told me that the baby girl was 5 pounds and 8 ounces. She looked like me with brown hair but she also have her mother's green eyes and beauty.

We created a very beautiful baby. But what if she has my spider powers and her mother's bad luck powers? I guess we'll never know.

I used my right hand to open the door to Felicia's room while I carried the stuff in my left arm. I got inside, saw my baby daughter lying in her bed, staring at the ceiling and noticed that Felicia was gone. Or did she?

"Felicia? Oh, Felicia? Here kitty, kitty, kitty." I called for her while the baby cooed.

Anyways I put the stuff by the bed, my spider sences were tingling all of a sudden, turned around and saw Felicia trying to pounce me in a playful way but I caught her and put her in my arms bridal style.

"Gotcha!" I exclaimed.

"Meow!" She meowed.

"You were planning on pouncing me when I came here, were you?" I asked her, raising my right eyebrow.

"I just wanted to surprise you. So concider yourself surprised." Felicia grinned as she put her arms around my neck.

"Right. Anyways how are you feeling?" I asked her as I put her back in bed.

"Still in a little bit pain since my body gave birth when you were stuck in it. None the less, I'm alive and kickin'. Sorry you had to go through a brutal time in my body during my pregnancy yesterday. It must've sucked, eating like a pig while adjusting carrying a weight in my womb."

"You're tellin' me, lady. Doc Ock has put us through so much hell in his final attempt to destroy me, knowing that his octobot helmet scanned my brainwaves and read my mind. When he learned of our intimate night where I got you pregnant with our little girl, he spent nine months planning to involve the both of you in his revenge scheme to destroy me forever by letting you die in his place when he used the golden octobot to make the three of us switch bodies." I expressed regret for letting Octopus did what he did.

Felicia reassured me "But you turned the tables by connecting all of the octobots and his lair..."

"And the giant golden octobot he was planning to transfer his mind into..." Peter added.

"...all together. And when he activated the self destruct mechanism, he blew all of them up, screwing up his own last chance to cheat death. Very clever, Spider. Veeeeeerrrrrryyyyyy clever. I guess being smart does make you sexy and badass at the same time." Felicia complemented me in a flirty kind of way, causing me to blush.

"Thanks for the complement, kitten. Plus you gotta read this." I presented the newspaper to her.

_Spider-Man, with the help of the Black Cat, Avengers, Fantastic Four and the X-Men, defeated the late Dr. Octopus' body switch plot and saved millions of lives in New York. Charges against him are dropped and the mayor, J. Jonah Jameson called off reward for the capture of the wall crawler hero as millions of people in New York embraced him back as one of the most beloved superheroes in the world._

"Wow! We really do make a delicious team after all."

"And I'll admit that at first I don't want anything to do with you because you would bring bad luck to me but I realized that I was being paranoid and lacking my self esteem, selfishly wanted a perfect life and perfect girlfriend, only to learn that not everything can be perfect. And the woman who is meant to be with me...was you all along."

"Y-You really mean that? But what about your ex girlfriends?" Felicia asked him as she picked up the baby and placed her in her arms.

"That was then, this is now. They knew I was Spider-Man but they never told the world true identity. Otherwise I'd be screwed right now."

"And about my relationship with the Daredevil, it was lust, not love. I realized that when I was pregnant with our little girl. How could I run away from the man I loved by kissing someone else?"

"It doesn't matter, Felicia. All that matters is that I got you, the baby, my family, my friends and my life back. I had to make sure that Doc Ock get his so we won't be seeing him anymore."

"He's just too damn egoistical to live anyway."

"Yeah but enough about Doc Ock, may he rest in pieces, let's talk about the baby name for our child."

"Actually, I already came up with name. I named her Felicity Parker and she liked it." Felicia revealed the name for our daughter.

"Felicity Parker, eh? I think I like it. After all, she looked like me, she has my hair and... wait a second. She has streaks of white on her hair, did she?"

"Yes, she does. And she also has my eyes. She's really cute, y'know?" There goes Felicia sounding like a mother already.

"Yeah. Anyways, now that we finally put all of this drama to an end, Felicia, I wonder if we could at least make our relationship work once and for all now that we have a baby to raise?"

Felicia giggled and replied "Of course, Peter."

My mobile phone vibrated from my pocket causing me to bring it out.

"Who's that?"

"It's my ex, Mary Jane sending me a text that said _"Congratulations, Tiger! You just hit the jackpot! Best wishes to you, your daughter and your girl, Felicia! Love always, from your friend, Mary Jane Watson."_ We might have a discussion about making her the baby's godmother."

"Another time, my love. But for right now, let's just enjoy our moments together. The three of us. Nobody else. That's all."

"Agreed. I might skip crime fighting for rest of the day and live for tomorrow." Then she put her finger on my lips.

"Oh, stop talking and kiss me, ok?" She told me with a smile.

I replied "You got sweetheart." and kissed each other in the lips.

After that, she passed baby Felicity to me and the baby smiled at me. I thank God for giving me another chance at life.

One year later

As usual, the Wrecking Crew were causing destruction all over Manhattan.

"Spider-Man, come out and play! Spider-Man, come out and play!" Great. Now the Wrecker is going the "Warriors" song to call me out.

"Yeah cause we're gonna squash yer ass all over this gotdang town!" Piledriver followed.

Thunderball kept swinging his wrecking ball linked to a chain until the chain broke and his wrecking ball flew right into sky.

"Aw, shit! Not again!" Thunderball whined and the wrecking ball fell right where the Wrecking Crew stand.

"Take cover, boys!" The Wrecker called as they got out of the spot where the wrecking ball is gonna land but the ball hit ground, causing the ground to crack.

"Ok, who's the wiseguy?" Bulldozer demanded.

Then someone from out of nowhere sung a song "Spider-Man and the Black Cat. Comin' here to kick your candy ass."

"Like Justin Timberlake, we're bringing sexy back. Doing moves that is Superrad." The female voice followed and sung it beautifully. She has a great singing voice.

The Wrecking Crew looked up at the streetlight and found out that it was Spider-Man and the Black Cat singing.

"Look out! Here comes the SpiderCat! Here comes the SpiderCat! Here come the SpiderCaaaaaatttttt!" They finished the song and jumped into action.

"Well, if it isn't ol' webhead and his feline sidekick here comin' to crash our party!" The Wrecker began.

The Black Cat faked the New York accent "Yo! Who the hell you callin' me a sidekick for chump? The only way I'm be called a sidekick is when I give you a sidekick across your ugly face!"

"Getouttahere, ya bitch!" The Wrecker spat at her and she hit him in the face with a superkick.

"Fuhgetaboutit!" The Black Cat shrugged off his offensive remarks.

Spidey also faked a New York accent by saying "Insult my wife again and curtains for you, bub!"

After being picked up by Piledriver and Bulldozer, the Wrecker ordered "Piledriver, Bulldozer, you two get that white haired slut! Thunderball and I will squash the damn bug!"

"Cliché, cliché, the same ol' line makes you lame." Spidey taunted them and the Wrecking Crew ran at the couple to fight them.

Spidey ducked and dodged the Wrecker's attempts to hit him with the crowbar while Thunderball repetitively swung the chain at him and missed.

When the Wrecker and Thunderball ran at Spidey with both weapons in hand, Spidey backflipped out of the way and both Wrecking Crew members hit each other in the head by their weapons instead.

And Spidey took advantage of it by webbing both of them together.

"Normally, a superhero wouldn't do something like this but what the hell. I'm just gonna do it anyway." Spidey kicked both of them in the face and they lost consciousness.

After missing jabbing and punching the Black Cat, Piledriver punched her in the breast, which made her mad.

"Oh, you are so gonna pay for this, Piledriver!" Black Cat hissed like a cat.

"Oh, yeah? Well I'm gonna take yer nine lives!" Piledriver threatened as he tried punching her again but the Black Cat kicked him below the belt.

While his head stared at the ground, she grabbed it, placed it underneath her lower body, grabbed him by the waist, lifted him up and jumped until she landed on her ass and his head smashed on the ground.

She pushed the unconscious Piledriver off of her and exclaimed "Now that's a piledriver for you, buddy!"

Bulldozer rammed her from behind but after falling to the ground, she kipped up back on her feet.

"Looks like I'm gonna break every body in your little body and smash you to pieces!" Bulldozer threatened as he ran after her but she stayed a couple steps ahead of him.

"Hey, Cat! Heads up!" Spidey called for her as he passed her the Wrecker's crowbar.

"Thank you, sweetie!" Black Cat obliged as she ran toward Bulldozer, jumped on his head, wrapped her legs around his neck and hit him with a hurricannarana on his head.

After landing on his head, Bulldozer saw the Black Cat with the crowbar in hand, intending to hit him and reacted "Oh, no, no, no, no, no!"

But instead of that, she dropped the crowbar on his crotch and he screamed "Oh, that smarts!"

"Oops! My bad." The Black Cat acted so coy.

"Looks like he's gonna feel that behind bars tomorrow." Spidey said.

After webbing the Wrecking Crew up to the street light for the cops to pick them up, Spider-Man and the Black Cat swung from building to building through Manhattan until they stopped to one of the tallest buildings.

**_Spider-Man's POV_**

It's been over a year since the death of Dr. Octopus and five months since Felicia and I've been happily married with our daughter Felicity Parker.

We still kept in touch with Mary Jane Watson, Aunt May and her husband, J. Jonah Jameson Sr.. Aunt May was extremely thrilled that baby Felicity was born but at first, she was suspicious about Felicia Hardy because of her wild lifestyle but now, trusted her to make me happy (which is a relief for me). And yeah, I'm still with the Avengers and Mayor J. Jonah Jameson still hate me despite the fact that he won't be bothering me anymore.

We got home after crime fighting and checked on Felicity. Turns out that she was being as mischievous as her mother when she started wall crawling to the ceiling.

"Ok, kiddo. Playtime's over. So come dow..." My spider senses tingled when Felicity jumped from the ceiling causing me and Felicia to panic but I caught the baby in the nick of time.

"I gotcha kiddo. Don't ever do that again, ok? You scared me and your mom for doin' that." I told Felicity and she started giggling.

"See Peter? I told you we should've called the babysitter to watch over her." Oh, boy. As usual my wife, Felicia Hardy Parker busted my chops.

"Me? You're the one who insisted that we'll be quickly! You've should've listened to me when I...aw, what the hell. I mean, heck."

Felicia sighed "You know what? Forget it. I don't want to fight."

"Me neither. All the crime fighting at night is making me wanna sit down." I agreed.

"Good idea."

So we put our masks on table in the kitchen, popped some popcorn, pour it a huge bowl and watched the movie called Grown Ups with Adam Sandler in it.

As we laughed to our hearts content, Felicia and I looked at each other and she spoke "Wow. Who knew that our relationship lasted for over a year after Dr. Octopus pulled the switcharoo on us and him. That creep tried to kill us when he stole your body, putting you in my body and putting me in his body." and we got into a very interesting conversation.

"But we still stopped him. I did what I thought I had to do to put him back in his body to save you and just to make sure that he didn't cheat death. His ego and arrogance led him to his demise. Besides you should thank me for keeping you alive."

"I already have, hubby. I'm grateful that I finally married Spider-Man inside and out." She told me.

"At least, Doc Ock did us a favor."

"What do you mean that Doc Ock did us a favor, hubby?" She became confused when I said that she held Felicity closed in her arms.

"He brought us back together when he switched bodies with us. When I was trapped in your body and found out that you were pregnant with Felicity, I had to struggle to undo the switch because I care about you and the baby and I would've regret if you died in Ock's place." I explained to her.

"Oh, stop saying those things over and over again, ok? It was a year ago. We're here and he's not. End of story." She unapologetically reassured me.

She cupped my face and continued "Stop worrying about the past and start focusing on the future. We're superheroes, a married couple and parents to our little girl. Like you said "With great power come great responsibility." Even though it doesn't hurt to have some fun with superpowers for the thrill of it. Anyways, stop being such a worry prone because it hurts me to see you all worried and paranoid about everything. That is not the Peter Parker/Spider-Man that I know. The Peter Parker/Spider-Man that I know, love and married isn't afraid of being himself, doing what is right and like Captain America, inspire others to fight for what he believed in."

"Over the years I was a wild girl who steals for the thrill of it and seduced a lot of people to get what she wants. Now years later, all of that changed when you got me pregnant and I was forced to reevaluate the choices I made along the way. The lust I had about you has turned to true love. You've always been the man that is going to spend the rest of my life. You helped changed me, Peter Parker and for that, I thank you."

"I...I don't know what to say." I was so touched by her uncharacteristically speech, I was literally speechless.

"I do, sweetie. It's our happily after so let's enjoy it while it lasts." Felicia said.

"Awesome idea, wifey." I replied as we french kissed each other in the lips for ten seconds while Felicity giggled at the movie.

She's right you know. It's our pasts that made us who we are.

I don't know what the future holds but I'm ready and willing to face anything to protect my friends, my family like my wife, my daughter and my Aunt May, trillions and trillions of people around the world and myself.

But I won't be doing it alone because my wife, Felicia will be standing by my side through the good times and bad times. We make more kids one day and raise them but until then, we're raising the little apple of our eyes, Felicity Parker and teach her how to use her powers responsively without abusing them like Dr. Octopus did mine when he stole my body.

And speaking of the late Doc Ock, even though he tried to kill me over the years but still died in his body and his spirit burned to the fiery depths of hell, I like to thank him for bring me and Felicia back together in our trying times.

If it wasn't for him, I wouldn't see her again or never gotten to know my own daughter. And for that, I'll always be grateful. Even though he's egotistical, megalomaniacal, hot headed, arrogant and psychotic piece of work who forsaken humanity for his obsession of being the superior genius and ruling the world with an iron fist.

Rest in pieces Dr. Otto Octavius. You sealed your own fate.

To conclude this story here, Felicia and I are continuing to do what we do best: being superheroes. Our legacy will be forever lived by those who tell the tale.

Husband and wife, working together side by side. Weather just us or with the Avengers, Fantastic Four and/or the X-Men, we'll be there.

Alone, we're still at our best but together, we are amazing, sensational, spectacular, ultimate and superior with an awesome and deadly combination of brains, brawl and beauty. Felicia is the only one that has beauty and I'm just beautiful on my own way. Well, sort of.

We are Mr. and Mrs. Peter Benjamin Parker and we are Spider-Man and the Black Cat.

Now and forever.

The end.


End file.
